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GREAT  NORTHERN  RAILWAY  COMPANY 


TO 


THE  FIRST  NATIONAL  BANK  OF  THE  CITY 
OF  NEW  YORK, 

TRUSTEE 


THL  I.TfttaY 

•  f)  r  j  (' 

UNIVERSITY'  OF  ILLINOIS 


Unbenture 

DATED  JANUARY  1,  1921. 


The  Erenlns  Post  Job  Pri/Jting  Office.  Inc.,  154  Fulton  St.,  N.  Y. 


Digitized  by  the  Internet  Archive 
in  2017  with  funding  from 

University  of  Illinois  Urbana-Champaign  Alternates 


https://archive.org/details/generalgoldbondmOOgrea 


'J  J-CA2 


38 

C 


1 


b 


* 


GREAT  NORTHERN  RAILWAY  COMPANY. 

GENERAL  GOLD  BOND  MORTGAGE. 


INDEX  TO  MARGINAL  NOTES  * 

PAGE 

Recitals  : 

Authority  for  bond  issue  and  mortgage  securing  same. .  1 

Form  of  coupon  bond .  3 

Form  of  coupon .  7 

Form  of  registered  bond .  8 

Form  of  Trustee’s  certificate .  11 

Authorization  by  Interstate  Commerce  Commission,  due 

compliance  with  law,  etc .  11 

Granting  Clauses: 

Grant  and  conveyance .  11 

Description  of  railroad  lines  mortgaged  and  mortgage 

liens  thereon .  12-32 

First  lien  .  12 

Subject  to  lien  of  G.  N.  First  and  Refunding  Mortgage.  .  13 

Subject  to  liens  of  St.  P.  M.  &  M.  Consolidated  Mortgage 

and  G.  N.  First  and  Refunding  Mortgage .  19 

Subject  to  liens  of  St.  P.  M.  &  M.  Montana  Extension 
Mortgage  and  G.  N.  First  and  Refunding  Mortgage.  ...  24 

Subject  to  liens  of  St.  P.  M.  &  M.  Montana  Extension  and 
Pacific  Extension  Mortgages  and  G.  N.  First  and 

Refunding  Mortgage .  25 

Subject  to  liens  of  St.  P.  M.  &  M.  Pacific  Extension  Mort¬ 
gage  and  G.  N.  First  and  Refunding  Mortgage .  26 

Subject  to  liens  of  Eastern  Ry.  Northern  Division  Mort¬ 
gage  and  G.  N.  First  and  Refunding  Mortgage .  26 

Subject  to  liens  of  Minneapolis  Union  First  Mortgage,  St. 

P.  M.  &  M.  Consolidated  Mortgage,  and  G.  N.  First  and 

Refunding  Mortgage .  27 

Subject  to  liens  of  W.  &  S.  F.  First  Mortgage  and  G.  N. 

First  and  Refunding  Mortgage .  28 

Subject  to  liens  of  M.  C.  First  Mortgage,  St.  P.  M.  &  M. 
Montana  Extension  Mortgage,  and  G.  N.  First  and 
Refunding  Mortgage . 29 

*  Index  to  Marginal  Notes  and  marginal  notes  are  not  part  of  the  original 
mortgage. 


'  -  yt 


i 


655544 


11 


PAGE 

Subject  to  liens  of  S.  F.  &  N.  First  Mortgage  and  G.  N. 

First  and  Refunding  Mortgage .  30 

Recapitulation  of  mileage  and  liens .  32 

Appurtenances  mortgaged,  including  income  and  fran¬ 
chises  . 32 

After-acquired  property  mortgaged .  33 

Additions,  improvements  and  betterments  mortgaged....  34 

Rolling  stock  and  equipment  mortgaged .  34 

Trackage  contracts  mortgaged .  35 

Leases,  etc.,  mortgaged .  36 

Bonds  pledged  .  37 

Shares  of  capital  stock  pledged .  39 

After-acquired  shares  of  capital  stock  pledged .  43 

Future  conveyances  to  Trustee  mortgaged .  43 

Habendum  .  44 

Subject  to  liens,  etc.,  of  record .  44 

Reservation  of  right  to  acquire  property  free  of  mortgage 

lien .  44 

Granted  in  trust .  45 

ARTICLE  ONE. 

Limitations  on  the  Amount  and  Issuance  of  Bonds: 

Section  1 .  46 

Limitations  on  the  amount  and  issuance  of  bonds .  46 

Prior  debt  defined .  47 

Section  2 .  47 

Prior  debt  of  acquired  properties .  47 

Section  3 .  47 

Limitation  on  the  amount  and  issuance  of  bonds  on 
account  of  the  acquisition  of  shares  of  capital  stock 
and/or  debenture  bonds .  48 

ARTICLE  TWO. 

Form,  Execution,  Delivery,  Registry  and  Exchange  of  Bonds  : 

Section  1 .  48 

Execution  and  authentication .  48 

Issuable  in  series .  48 

Execution  by  former  officers .  50 

Authentication  of  coupons .  50 

Authentication  requisite  for  validity .  50 

Matured  coupons  cancelled  before  authentication  of  bond  50 


I 


Ill 


PAGE 

Section  2 . . .  51 

Registry  office .  51 

Registrations  and  transfers .  51 

Section  3 .  51 

Coupon  bonds,  denominations  and  exchanges .  51 

Reservation  of  coupon  bonds  upon  issuance  of  registered 

bonds  .  52 

Registered  bonds,  denominations,  subdivisions,  transfers 

and  exchanges .  52 

Charge  for  exchanges  or  transfers .  53 

Section  4 . 54 

Registered  holder  to  be  deemed  owner .  54 

Bearer  of  coupon  bond  or  interest  coupon  to  be  deemed 

owner  .  54 

Section  5 .  54 

Temporary  bonds .  54 

Section  6 .  55 

Mutilated,  lost  or  destroyed  bonds .  55 

Section  7 .  56 

Cancellation  of  surrendered  bonds  and  coupons .  5G 

Section  8 .  56 

Rights  limited  to  parties  and  privies .  56 

Section  9 .  57 

Papers  to  be  furnished  when  requesting  authentication  of 
bonds .  57 

ARTICLE  THREE. 

Issue  of  Bonds: 

Section  1 .  58 

$166,984,000  of  bonds  reserved  to  refund  prior  debt .  58 

Section  2 .  60 

Bonds  reserved  to  refund  prior  debt  of  hereafter-acquired 

railway  properties  .  60 

Section  3 . 60 

Bonds  reserved  to  retire  prior  debt  in  case  of  consoli¬ 
dation  .  60 

Section  4 .  61 

Issuance  of  bonds  reserved  to  refund  prior  debt .  61 

Issuance  of  bonds  upon  deposit  of  cash .  62 

Release  of  deposited  cash  upon  deposit  of  maturing  prior 

debt  bonds  .  63 


IV 


PAGE 

Prior  debt  bonds  deposited  with  Trustee  to  be  held  as 

additional  security  .  63 

When  bonds  reserved  under  Sections  1,  2  and  3  of  this 

Article  may  be  issued  under  Section  7  of  this  Article.  64 

Section  5 .  64 

$230,000,000  of  bonds  reserved  to  convert  or  refund  N. 

P.-G.  N.  Joint  6l/2%  Bonds . < .  64 

$33,000,000  of  bonds  forthwith  issuable .  64 

$107,000,000  of  bonds  to  be  issued  upon  conversion  of 

N.  P.-G.  1ST.  Joint  6%%  Bonds .  65 

Release  of  deposited  cash  upon  deposit  of  C.  B.  &  Q. 

stock  .  66 

Issuance  of  bonds  not  required  for  purpose  of  conversion 

of  N.  P.-G.  1ST.  Joint  6%%  Bonds .  66 

Remainder  of  bonds  issuable  under  this  Section  5  re¬ 
served  for  refunding  N.  P.-G.  N.  Joint  6%%  Bonds. .  67 

Issuance  of  bonds  upon  deposit  of  N.  P.-G.  1ST.  Joint 

6V2%  Bonds  .  68 

Issuance  of  bonds  upon  deposit  of  cash .  68 

Release  of  deposited  cash  upon  deposit  of  1ST.  P.-G.  N. 

Joint  6%%  Bonds .  69 

Section  6  .  71 

$25,000,000  of  bonds  forthwith  issuable .  71 

Section  7  .  72 

Purposes  for  which  remaining  bonds  may  be  issued  or 

deposited  cash  released .  72 

Papers  to  be  furnished  when  bonds  are  issued  for  or  in 

reimbursement  of  expenditures  previously  made .  76 

Authentication  of  bonds  and  deposit  of  cash  in  advance 

of  expenditures .  76 

“Deposited  cash”  defined  .  77 

Certificate  of  expenditure .  77 

Officers  to  sign  certificates .  80 

Bonds  limited  to  80%  of  expenditures  for  equipment,  etc.  80 
Bonds  limited  to  80%  of  certain  expenditures  when  out¬ 
standing  bonds  aggregate  $500,000,000  or  more .  80 

Bonds  issued  to  acquire  stocks  or  bonds  limited  to  25% 

of  aggregate  of  all  bonds  outstanding .  81 

Property  acquired  to  become  subject  to  lien  hereof .  82 

General  Mortgage  bonds  acquired  to  be  cancelled .  82 

Opinion  of  counsel  required . 83 


V 


PAGE 

Disposition  of  shares  of  capital  stock  and  bonds  acquired 

under  this  section  .  83 

Railway  Company  to  execute  conveyances  or  instruments 

of  further  assurance .  83 

Section  8  .  84 

Issuance  of  bonds  upon  redemption  of  bonds  of  another 

series  .  84 

Release  of  deposited  cash  upon  deposit  of  bonds  redeemed.  85 
Issuance  of  bonds  to  refund  maturing  bonds  of  another 

series  .  86 

Release  of  deposited  cash  upon  deposit  of  maturing  bonds  87 

Cancellation  of  bonds  redeemed  or  refunded .  88 

Section  9  .  88 

Authority  of  Trustee  to  act .  88 

Different  officers  may  certify  to  separate  facts .  88 

Section  10 .  88 

Authentication  of  bonds  in  case  of  default .  88 

ARTICLE  FOUR. 

Redemption  of  Bonds  Before  Maturity: 

Section  1  .  89 

Reservation  of  right  of  redemption .  89 

Exercise  of  right  of  redemption .  89 

Publication  and  mailing  of  notice . 89 

Interest  to  cease  on  date  of  redemption .  90 

Section  2  .  90 

Selection  of  bonds  in  case  of  redemption  of  part  of  series  90 

Section  3  .  91 

Cancellation  of  this  indenture  when  all  bonds  redeemed..  91 

Section  4  .  91 

Cancellation  of  bonds  redeemed  .  91 

ARTICLE  FIVE. 

Particular  Covenants  of  Railway  Company  : 

Section  1  .  92 

Punctually  to  pay  principal  and  interest .  92 

Not  to  extend  time  of  interest  payments .  92 

Section  2  .  92 

Additional  prior  debt  bonds  not  to  be  issued,  except 

$12,132,000  of  First  and  Refunding  Bonds .  93 


VI 


PAGE 

Section  3  .  93 

Further  assurances  .  93 

Section  4  .  93 

Not  to  permit  default  under  any  lease  subject  to  lien 

hereof  .  93 

Not  to  create  lien  on  mortgaged  premises  prior  to  lien 

hereof  .  94 

Section  5  .  94 

To  pay  taxes,  etc .  94 

Section  6  .  95 

To  pay  prior  debt  bonds .  95 

Section  7  .  96 

To  deliver  to  Trustee  pledged  shares  and  bonds,  when  free  96 

Section  8  .  96 

To  preserve,  maintain  and  repair  property .  96 

Section  9  .  96 

Not  to  allow  diminution  of  proportionate  part  of  stock 

of  any  company  subject  to  this  indenture .  96 

Not  to  sell  property  of  any  company,  stock  of  which  is 

pledged  hereunder .  97 

Not  to  lease  property  of  any  company,  stock  of  which  is 

pledged  hereunder .  98 

Section  10 .  98 

Not  to  permit  any  company,  stock  of  which  is  pledged 

hereunder,  to  issue  bonds  except  as  provided .  98 

Section  11 .  100 

To  dispose  of  General  Mortgage  bonds  according  to  terms 

hereof  .  100 

Section  12 .  100 

To  describe  prior  debt  in  supplemental  mortgages .  100 

Section  13 .  101 

Railway  Company  to  record  this  indenture .  101 

ARTICLE  SIX. 

Control  of  Stocks  and  Bonds  Pledged: 

Section  1 .  101 

Pledged  stocks  and  bonds  to  be  delivered  to  Trustee.  . . .  101 

Section  2 .  102 

Prior  lien  of  prior  debt  bonds  declared .  102 

Prior  debt  bonds  and  indentures,  when  to  be  cancelled  102 
Section  3 .  103 


Vll 

PAGE 

When  property,  securing  bonds  pledged,  is  conveyed  to 
Trustee,  bonds  to  be  cancelled  at  request  of  Railway 

Company  .  103 

Section  4 .  104 

Trustee’s  authority  for  registering,  exchanging  and 

stamping  pledged  bonds .  104 

Trustee’s  authority  for  transferring  pledged  shares  of 

stock  . . .  104 

Trustee  may  preserve  corporate  existence  of  companies 

any  part  of  whose  stock  is  pledged  hereunder .  105 

Qualifying  shares  .  105 

Section  5 . .  106 

Rights  and  duties  of  Trustee  and  of  Railway  Company 

prior  to  default .  106 

Collection  of  principal  or  interest  on  bonds,  claims,  etc.  106-107 
Restrictions  upon  Railway  Company  as  to  pledged  bonds, 

claims  and  stocks .  108 

Interest  paid  to  Trustee  presumed  to  be  out  of  income.  .  109 

When  Railway  Company  must  return  unpaid  coupons  to 

Trustee  .  109 

Section  6 .  110 

When  moneys  received  by  Trustee  on  pledged  securities 

shall  be  paid  to  Railway  Company .  110 

Moneys  received  under  this  section  may  be  used  to  retire 

General  Mortgage  bonds .  Ill 

Section  7 .  Ill 

Railway  Company  to  vote  pledged  stock,  prior  to  default.  Ill 

Section  8 .  112 

Rights  and  duties  of  Trustee,  in  case  of  default  of  prin¬ 
cipal  or  interest  of  bonds  pledged .  112 

Rights  and  duties  of  Trustee  in  case  of  dissolution  of 

companies,  securities  of  which  are  pledged .  113 

What  Trustee  may  do  before  default  with  consent  and 

after  default  without  consent  of  Railway  Company.  . .  114 

Reimbursement  of  Trustee .  115 

When  proceeds  of  sale  shall  be  paid  by  Trustee  to  Railway 

Company .  116 

Section  9 .  116 

Consolidations,  mergers,  sales .  116 

Exchange,  etc.,  of  securities  in  case  of  consolidation .  118 

Section  10 .  118 

Renewals,  extensions  and  substitutions  of  bonds  pledged.  .  118 


(S 


vm 


PAGE 

ARTICLE  SEVEN. 

Remedies  of  Trustee  and  Bondholders: 

Section  1 .  120 

Effect  of  separating  coupons  after  maturity  from  bonds. .  120 

Section  2 .  120 

Events  of  default  defined .  120 

Trustee’s  rights,  in  case  of  default .  121 

Application  of  income  received  by  Trustee  while  in  pos¬ 
session  .  122 

Section  3 .  123 

Trustee’s  control  of  pledged  securities  and  application  of 

income,  in  case  of  default .  124 

Section  4  .  124 

Events  of  default  permitting  acceleration  of  maturity  of 

outstanding  bonds  .  125 

Majority  outstanding  bonds  may  waive  default  before 

sale .  125 

Section  5  .  126 

In  event  of  default.  Trustee  may  sell  at  auction  or  bring 

suit  .  126 

Section  6  .  127 

In  event  of  default,  Trustee  to  act  upon  request  of  20% 

of  outstanding  bonds .  127 

Sfction  7  .  128 

Sale  of  property  as  an  entirety .  128 

Section  8  .  129 

Notice  of  sale  .  129 

Section  9  .  129 

Adjournment  of  sale .  129 

Section  10  .  129 

Conveyance  to  purchaser  under  sale .  129 

Sale  divests  all  title  of  Railway  Company .  130 

Personal  property,  when  deemed  real  property .  130 

Section  11 .  131 

Trustee’s  receipt  for  purchase  money  a  discharge  to 

purchaser .  131 

Section  12  .  131 

Principal  due  in  case  of  sale .  131 

Section  13  .  132 

Trustee’s  application  of  proceeds  of  sale,  etc .  132 

Section  14  .  133 

Purchaser  at  sale  may  apply  bonds,  etc.,  on  purchase  price  133 


IX 


PAGE 

Section  15  .  133 

Railway  Company’s  covenant  to  pay  principal  and  inter¬ 
est  in  case  of  default .  133 

Section  16  .  136 

Railway  Company’s  waiver  of  stay,  extension  and  valu¬ 
ation  laws .  136 

Section  17  .  136 

Right  to  appointment  of  receiver,  etc.,  upon  commence¬ 
ment  of  judicial  proceedings .  136 

Section  18  .  137 

With  consent  of  Trustee,  Railway  Company  may  sur¬ 
render  properties  to  Trustee  before  default .  137 

Receivership  with  consent  of  Railway  Company  and 

without  its  consent  in  case  of  default .  138 

Section  19 .  138 

No  suit  by  bondholders  without  prior  notice  of  default 
to  Trustee,  written  request  by  20%  of  bondholders  and 

indemnity  to  Trustee  .  138 

Section  20  .  140 

Remedies  cumulative .  140 

Section  21  .  140 

Rights  of  Trustee  or  bondholders  not  impaired  by  delay 

or  omission .  140 

Section  22 .  140 

Section  23 .  141 

In  case  of  default  of  any  series  of  bonds,  majority  of 

holders  thereof  may  require  action .  141 

ARTICLE  EIGHT. 

Immunity  of  Stockholders,  Officers  and  Directors: 

Immunity  of  stockholders,  officers  and  directors  from 

personal  liability .  141 

ARTICLE  NINE. 

Bondholders’  Acts,  Holdings  and  Apparent  Authority: 

Form  and  proof  of  demand,  etc.,  of  bondholders .  142 

Execution  of  demand,  etc.,  proved  by  certificate  of 

notary  .  143 

Ownership  proved  by  certificate  of  bank,  etc .  143 


X 


PAGE 

ARTICLE  TEN. 

Releases  of  Mortgaged  Property  : 

Section  1 .  144 

Papers  to  be  furnished  when  requesting  release  of  mort¬ 
gaged  property .  144 

Contents  of  certificate .  144 

Section  2 .  145 

Release  of  abandoned  property .  145 

Papers  to  be  furnished .  146 

Section  3 .  140 

Release  of  property  pursuant  to  judicial  decree .  146 

Section  4 .  147 

Property  acquired  in  place  of  property  released,  subject 

to  lien  hereof .  147 

Section  5 .  147 

Release  of  stocks  or  bonds .  147 

Papers  to  be  furnished . 148 

Section  6 .  148 

Application  of  proceeds  of  property  released .  148 

Section  7 .  150 

Worn  out  machinery,  etc.,  may  be  sold  and  replaced  by 

new .  150 

Section  8 .  150 

Alteration  of  leases  and  trackage  contracts .  150 

Section  9 .  150 

Release  of  shares  of  capital  stock  when  Railway  Company 
owns,  subject  to  lien  hereof,  all  property  of  company 

whose  shares  are  pledged .  150 

Section  10 .  151 

Release  of  stock  and  bonds  of  S.  P.  &  S .  151 

Section  11 . 151 

Release  of  N.  P.-G.  N.  Joint  6^2%  Bonds  upon  deposit 

of  shares  of  capital  stock  of  C.  B.  &  Q .  151 

Section  12 .  152 

Powers  hereunder  may  be  exercised  by  receiver  or  Trustee 

in  possession .  152 

Section  13 .  152 

Certificate  of  President,  etc.,  conclusive  of  facts .  152 


XI 


PAGE 

ARTICLE  ELEVEN. 

Provisions  for  Supplemental  Indentures: 

Section,  1 .  153 

Purposes  for  which  Railway  Company  and  Trustee  may 

enter  into  indentures  supplemental  hereto .  153 

Section  2 . 155 

Trustee  authorized  to  join  in  indentures  supplemental 
hereto  .  155 


ARTICLE  TWELVE. 

Concerning  the  Trustee  : 

Section  1 .  155 

Trustee  only  answerable  for  reasonable  care  in  selecting 

agents,  etc .  155 

Trustee  not  personally  liable  while  in  possession  and 

managing  premises .  155 

Indemnity  to  Trustee .  156 

Discretion  of  Trustee  not  restricted .  156 

Trustee  not  responsible  for  recording .  156 

Reimbursement  and  indemnity  to  Trustee .  157 

Trustee  not  responsible  for  use  of  bonds  hereunder, 

validity  or  security  hereof,  or  recitals  herein .  157 

Trustee  may  advise  with  legal  counsel .  158 

Evidence  on  which  Trustee  may  rely .  158 

Definitions,  “written  order”,  etc .  158 

Trustee’s  compensation .  159 

Interest  on  funds  held  by  Trustee .  159 

Any  action  taken  by  Trustee  binding  on  bondholders.  .. .  159 

Trustee  may  become  owner  of  bonds,  etc .  159 

Section!  2 .  160 

Notice  by  bondholders  to  Trustee  of  any  default .  160 

Section  3 .  160 

Resignation  and  removal  of  Trustee .  160 

Section  4 .  161 

Appointment  of  successor  Trustee .  161  . 

Acceptance  of  trust  by  new  Trustee  and  effect  thereof.  ..  162 

Section  5 .  163 

Successor  Trustee  by  merger  or  consolidation .  163 

Section  6 .  164 

Appointment  of  separate  trustee  or  co-trustee .  164 


► 


xn 

PAGE 

ARTICLE  THIRTEEN. 

Possession  Until  Default — Defeasance  Clause: 

Section  1 .  1G5 

Possession  of  premises  by  Railway  Company  and  its 

rights  until  default .  165 

Slction  2 .  165 

Defeasance  .  165 

Satisfaction  of  mortgage  lien  on  demand  of  Railway 
Company .  166 

ARTICLE  FOURTEEN. 

Successors  and  Assigns: 

Successors  and  assigns  of  Railway  Company .  166 

ARTICLE  FIFTEEN. 

Leases,  Sales  and  Consolidations: 

Section  1 .  166 

Leases  of  all  the  mortgaged  premises ;  conditions  on  which 

may  be  made .  166 

Section  2 .  167 

Consolidations  and  mergers;  conditions  on  which  may 

be  made .  167 

Duties  and  rights  of  successor  corporation . 167 

Issuance  of  General  Mortgage  bonds  by  successor  cor¬ 
poration  and  effect .  168 

“Railway  Company”  and  “Great  Northern  Railway 

Company” — meaning  .  169 

Successor  corporation  may  exercise  all  rights  and  powers 

hereunder  reserved  to  Railway  Company .  169 

Surrender  of  powers  by  Railway  Company .  169 

ARTICLE  SIXTEEN. 

Execution  in  Counterparts: 

Execution  in  counterparts .  170 

ARTICLE  SEVENTEEN. 

Acceptance  of  Trust: 

Acceptance  of  trust .  170 

Testimonium  .  170 

Acknowledgment  on  Behalf  of  Railway  Company .  172 

Acknowledgment  on  Behalf  of  Trustee .  175 

Certificate  of  Good  Faith  by  Railway  Company .  179 

Affidavit  of  Recordation  and  Filing .  180 


Iln&enture  dated  the  first  day  of  January,  1921,  by 
and  between  Great  Northern  Railway  Company,  a  cor¬ 
poration  of  the  State  of  Minnesota  (hereinafter  called  the 
“Railway  Company”),  party  of  the  first  part,  and  The 
First  National  Bank  of  the  City  of  New  York,  a  cor¬ 
poration  duly  organized  and  existing  under  the  laws  of 
the  United  States  of  America,  and  having  its  principal 
office  and  place  of  business  in  the  Borough  of  Manhattan, 
in  the  City,  County  and  State  of  New  York  (hereinafter 
called  the  “Trustee”),  party  of  the  second  part: 

Whereas,  at  a  meeting  of  the  Board  of  Directors  of  the 
Railway  Company,  duly  called  and  held  at  the  office  of 
the  Railway  Company  in  the  City  of  New  York,  State  of 
New  York,  on  the  22nd  day  of  March,  1921,  a  quorum 
being  present,  the  following  resolution,  among  others, 
was  duly  adopted : 

“Resolved,  that  there  hereby  is  authorized  the  creation 
by  this  Company  of  a  bonded  indebtedness  by  the  issue, 
at  such  times,  in  such  amounts,  and  of  such  series,  as, 
from  time  to  time,  the  Board  of  Directors,  or  the  Execu¬ 
tive  Committee  of  the  Board  of  Directors,  may  determine, 
of  bonds  payable  in  gold  coin  of  the  United  States  of 
America,  of  or  equal  to  the  standard  of  weight  and  fine¬ 
ness  existing  July  1,  1921,  and  limited  so  that  the  amount 
thereof  at  any  one  time  outstanding,  together  with  all 
prior  debt  of  this  Company,  after  deducting  therefrom  the 
amount  of  all  bonds  reserved  to  retire  prior  debt  at  or 


Authority  for  bond  issue  and 
mortgage  securing  same. 


2 


before  maturity,  shall  not  exceed  three  times  the  par 
value  of  the  then  outstanding,  fully  paid  capital  stock  of 
this  Company,  or  of  a  successor  corporation,  maturing 
on  such  date  or  dates  subsequent  to  June  30,  1930,  and 
on  or  prior  to  July  1,  2121,  bearing  a  rate  of  interest, 
payable  semi-annually,  subject  or  not  subject  to  redemp¬ 
tion,  exempt  or  not  exempt  from  taxes,  convertible  or 
not  convertible  into  shares  of  the  capital  stock  of  the 
Company,  and  subject  or  not  subject  to  sinking  fund 
provisions,  all  as  may  be  determined  by  the  Board  of 
Directors,  or  the  Executive  Committee  of  the  Board  of 
Directors,  at  the  time  of  issue;  and  the  execution  and 
delivery  by  this  Company  of  a  General  Gold  Bond  Mort¬ 
gage  or  deed  of  trust  to  The  First  National  Bank  of  the 
City  of  New  York,  as  Trustee,  to  be  dated  January  1, 
1921,  to  secure  all  such  bonds  which  are  to  be  issued 
for  the  purpose  of  exchanging,  redeeming,  purchasing, 
retiring,  refunding,  or  paying  before,  at  or  after  maturity, 
outstanding  obligations  of  this  Company  and  of  other 
companies  whose  properties  now  or  hereafter  shall  be 
owned,  acquired  or  controlled  by  the  Great  Northern 
Railway  Company  by  consolidation,  purchase,  owner¬ 
ship  of  shares  of  capital  stock,  or  otherwise;  for  the  pur¬ 
pose  of  the  future  enlargement,  improvement,  extension 
and  equipment  of  the  properties  of  this  Company  and  of 
such  other  companies,  and  for  the  creation  of  additions 
and  betterments  on  and  in  connection  with  said  prop¬ 
erties;  for  the  construction,  purchase,  or  acquisition  of 
other  railways  and  properties;  for  the  purchase  or  acqui¬ 
sition  of  bonds  or  shares  of  capital  stock  of  other  com¬ 
panies;  for  the  purpose  of  reimbursing  this  Company  for 


3 


moneys  at  any  other  time  which  may  be  or  may  have  been 
expended  for  any  of  the  purposes  aforesaid,  and  for  all 
other  lawful  purposes” ;  and 

Whereas,  at  the  same  meeting  of  the  Board  of  Direc¬ 
tors  of  the  Railway  Company  the  execution  and  delivery 
of  this  indenture  in  substantially  this  printed  form,  to 
he  known  as  the  General  Gold  Bond  Mortgage  of  the 
Railway  Company  to  secure  the  bonded  indebtedness  so 
authorized  and  evidenced  by  the  bonds  hereinafter  de¬ 
scribed,  was  authorized  and  directed;  and 

Whereas,  the  forms  of  the  coupon  bonds  and  of  the 
coupons  to  be  attached  thereunto,  and  of  the  registered 
bonds  which  are  to  be  secured  by  this  indenture,  and  of 
the  certificates  for  the  authentication  of  said  bonds  (sub¬ 
ject  to  such  appropriate  insertions,  omissions  or  varia¬ 
tions  as  may  be  permitted  by  the  terms  hereof  and  as  may 
be  necessary7  and/or  convenient  with  respect  to  bonds  of 
different  series)  are  to  be  severally  and  respectively  sub¬ 
stantially  as  follows,  to  wit: 

[FORM  OF  COUPON  BOND.  ]  Form  of  coupon  bond- 

No .  $ . 


UNITED  STATES  OF  AMERICA. 

GREAT  NORTHERN  RAILWAY  COMPANY. 
General  Mortgage _ %  Gold  Bond,  Series _ 

Great  Northern  Railway  Company,  a  Minnesota  cor¬ 
poration  (hereinafter  called  the  “Railway  Company”), 
for  value  received,  hereby  promises  to  pay  to  bearer  (or 


4 


if  registered,  to  the  registered  holder  hereof)  on  the  first 

day  of . .  at  the  office  or  agency 

of  the  Railway  Company  in  the  Borough  of  Manhattan, 

City  of  New  York,  State  of  New  York, . 

. Dollars  in  gold  coin  of  the  United  States 

of  America  of  or  equal  to  the  standard  of  weight  and 
fineness  as  it  existed  on  the  first  day  of  July,  1921,  and  to 

pay  interest  thereon  from . .  at  the  rate 

of . per  centum  per  annum,  payable  at  its  said 

office  or  agency  in  like  gold  coin  semi-annually  on  the  first 
day  of  January  and  the  first  day  of  July  in  each  year,  until 
the  payment  of  such  principal  sum,  but  only  upon  pres¬ 
entation  and  surrender  of  the  coupons  therefor  hereto 
annexed,  as  they  severally  mature. 

This  bond  is  one  of  the  General  Mortgage  Gold  Bonds 
(coupon  or  registered)  of  the  Railway  Company  issued 
and  to  be  issued  in  one  or  more  series  under  and  pursuant 
to  and  equally  secured  by  an  indenture  dated  January  1, 
1921,  executed  by  the  Railway  Company  to  The  First 
National  Bank  of  the  City  of  New  York,  Trustee,  convey¬ 
ing  all  the  property  and  franchises  of  the  Railway  Com¬ 
pany  mentioned  in  the  said  indenture,  to  which  reference 
is  hereby  made  for  a  statement  of  the  property  and  fran¬ 
chises  mortgaged,  conveyed,  pledged  or  assigned,  the 
nature  and  extent  of  the  security  and  the  rights  of  the 
holders  of  said  bonds  and  of  the  said  Trustee  in  respect 
to  such  security. 

The  authorized  issue  of  bonds  under  said  indenture  is 
limited  to  an  amount  which,  together  with  all  then  out¬ 
standing  prior  debt  of  the  Railway  Company  or  of  a  suc¬ 
cessor  corporation  as  defined  in  said  indenture,  after  de- 


5 


ducting  therefrom  the  amount  of  all  bonds  then  reserved 
under  the  provisions  of  said  indenture  to  retire  prior  debt 
at  or  before  maturity,  shall  not  exceed  three  times  the 
par  value  of  the  then  outstanding,  fully  paid  capital  stock 
of  the  Railway  Company  or  of  a  successor  corporation. 

In  case  of  certain  defaults  specified  in  said  indenture 
the  principal  of  such  bonds  may  be  declared  and  may  be¬ 
come  due  and  payable  in  the  manner  and  with  the  effect 
provided  in  said  indenture. 

This  bond  shall  pass  by  delivery,  unless  registered  in 
the  owner’s  name  either  at  the  office  of  the  Railway 
Company  in  the  City  of  St.  Paul,  State  of  Minne¬ 
sota,  or  at  its  office  or  agency  in  the  Borough  of  Manhat¬ 
tan,  City  of  New  York,  such  registry  being  noted  on  the 
bond  by  the  Railway  Company.  After  such  registry  no 
transfer  shall  be  valid  unless  made  by  the  registered 
owner  in  person  or  by  attorney  and  similarly  noted  on  the 
bond,  but  the  same  may  be  discharged  from  registry  by 
like  transfer  to  bearer  noted  on  the  bond,  whereupon 
ability  to  transfer  by  delivery  shall  be  restored;  but  this 
bond  may  again  from  time  to  time  be  registered  or  trans¬ 
ferred  to  bearer  as  before.  Such  registration,  however, 
shall  not  affect  the  negotiability  of  the  coupons  for  the 
interest  on  the  bond,  which  shall  continue  to  be  payable 
to  bearer  and  transferable  by  delivery,  and  payment 
thereof  to  the  bearer  shall  fully  discharge  the  Railway 
Company  in  respect  to  the  interest  therein  mentioned 
whether  or  not  the  bond  be  registered. 

The  coupon  bonds  are  issuable  in  denominations  of 
$1,000,  $500  and  $100  each,  as  provided  in  said  inden¬ 
ture.  The  holder  of  any  coupon  bond  for  $1,000  at  his 


6 


option  may  surrender  the  same  for  cancellation,  with  all 
unmatured  coupons  thereunto  appertaining,  in  exchange 
for  a  registered  bond  without  coupons  of  the  same  series, 
and  registered  bonds  of  the  denomination  of  $1,000,  or 
any  multiple  thereof,  may  he  exchanged  for  coupon  bonds 
of  the  same  series  as  provided  in  said  indenture.  For 
such  transfer  or  exchange  a  charge  may  be  made  as  pro¬ 
vided  in  said  indenture. 

No  recourse  shall  be  had  for  the  payment  of  the  prin¬ 
cipal  of  or  the  interest  upon  this  bond,  or  for  any  claim 
based  hereon,  or  otherwise  in  respect  hereof  or  of  said 
indenture  under  which  this  bond  is  issued,  against  any 
incorporator,  stockholder,  officer  or  director,  past,  present 
or  future,  of  the  Railway  Company  or  of  any  successor 
corporation,  whether  by  virtue  of  any  constitution,  stat¬ 
ute  or  rule  of  law  or  by  the  enforcement  of  any  assess¬ 
ment  or  penalty  or  otherwise,  all  such  liability  being,  by 
the  acceptance  hereof  and  as  part  of  the  consideration 
of  the  issue  hereof,  expressly  released,  as  provided  in 
said  indenture. 

This  bond  shall  not  become  obligatory  for  any  purpose 
until  it  shall  have  been  authenticated  by  the  execution  of 
the  certificate  hereon  endorsed  by  The  First  National 
Rank  of  the  City  of  New  York,  as  Trustee,  or  its  successor 
in  trust  under  said  indenture. 

In  witness  whereof  Great  Northern  Railway  Com¬ 
pany  has  caused  this  bond  to  be  signed  by  its  President, 
or  a  Vice-President,  and  its  corporate  seal  to  be  hereunto 
affixed  and  to  be  attested  by  its  Secretary,  or  an  Assistant 


7 


Secretary,  and  coupons  for  said  interest  bearing  the  en¬ 
graved  fac  simile  signature  of  its  Treasurer,  or  an  Assist¬ 
ant  Treasurer,  to  be  attached  hereto,  as  of  the  first  day 
of . 


Great  Northern  Railway  Company, 


By 


Vice-President. 


Attest : 


Assistant  Secretary. 


[form  of  coupon.] 


Form  of  coupon. 


No .  $ . 

On  the  first  day  of . ,  Great  North¬ 

ern  Railway  Company  will  pay  to  bearer  at  its  office  or 
agency  in  the  Borough  of  Manhattan,  City  of  New  York, 

on  surrender  of  this  coupon, . Dollars  in 

gold  coin  of  the  United  States,  being  six  months’  interest 

then  due  on  its  General  Mortgage . %  Gold  Bond, 

Series  ....,  No . ,  unless  said  bond  (if  redeem¬ 

able)  shall  have  been  called  for  previous  redemption. 


Treasurer. 


8 


Form  of  registered  bond. 


[form  of  registered  bond.] 

No .  $ . 

UNITED  STATES  OF  AMERICA. 

GREAT  NORTHERN  RAILWAY  COMPANY. 
General  Mortgage . %  Gold  Bond,  Series . 

Great  Northern  Railway  Company,  a  Minnesota 
corporation  (hereinafter  called  the  “Railway  Company”), 

for  value  received,  hereby  promises  to  pay  to . 

. or  registered  assigns,  on  the 

first  day  of . ,  at  the  office  or  agency 

of  the  Railway  Company  in  the  Borough  of  Manhattan, 

City  of  New  York,  State  of  New  York, . 

Dollars  in  gold  coin  of  the  United  States  of  America 
of  or  equal  to  the  standard  of  weight  and  fineness  as  it 
existed  on  the  first  day  of  July,  1921,  and  to  pay  interest 
thereon  from  July  1  or  January  1,  as  the  case  may  be,  next 
preceding  the  date  hereof  (unless  this  bond  be  dated  July 
1  or  January  1,  and  in  that  event  from  the  date  of  this 

bond),  at  the  rate  of . per  centum  per  annum, 

until  said  principal  sum  shall  be  paid,  at  said  office  or 
agency,  in  like  gold  coin,  semi-annually  on  the  first  day  of 
January  and  the  first  day  of  July  in  each  year. 

This  bond  is  one  of  the  General  Mortgage  Gold  Bonds 
(coupon  or  registered)  of  the  Railway  Company  issued 
and  to  be  issued  in  one  or  more  series  under  and  pursuant 
to  and  equally  secured  by  an  indenture  dated  January 
1,  1921,  executed  by  the  Railway  Company  to  The  First 
National  Bank  of  the  City  of  New  York,  Trustee,  convey¬ 
ing  all  the  property  and  franchises  of  the  Railway  Com- 


9 


pany  mentioned  in  said  indenture,  to  which  reference  is 
hereby  made  for  a  statement  of  the  property  and  fran¬ 
chises  mortgaged,  conveyed,  pledged  or  assigned,  the 
nature  and  extent  of  the  security  and  the  rights  of  the 
holders  of  said  bonds  and  of  the  said  Trustee  in  respect 
to  such  security. 

The  authorized  issue  of  bonds  under  said  indenture 
is  limited  to  an  amount  which,  together  with  all  then  out¬ 
standing  prior  debt  of  the  Railway  Company  or  of  a  suc¬ 
cessor  corporation  as  defined  in  said  indenture,  after 
deducting  therefrom  the  amount  of  all  bonds  then  re¬ 
served  under  the  provisions  of  said  indenture  to  retire 
prior  debt  at  or  before  maturity,  shall  not  exceed  three 
times  the  par  value  of  the  then  outstanding,  fully  paid 
capital  stock  of  the  Railway  Company  or  of  a  successor 
corporation. 

In  case  of  certain  defaults  specified  in  said  indenture 
the  principal  of  such  bonds  may  be  declared  and  may  be¬ 
come  due  and  payable  in  the  manner  and  with  the  effect 
provided  in  said  indenture. 

This  bond  is  transferable  by  the  registered  holder 
thereof  in  person  or  by  attorney  duly  authorized  in  writ¬ 
ing  either  at  the  office  of  the  Railway  Company  in 
the  City  of  St.  Paul,  State  of  Minnesota,  or  at  its 
office  or  agency  in  the  Borough  of  Manhattan,  City  of  New 
York,  upon  surrender  and  cancellation  of  this  bond,  and 
thereupon  a  new  registered  bond,  without  coupons,  of  the 
same  series,  will  be  issued  to  the  transferee  in  exchange 
therefor,  as  provided  in  said  indenture.  This  bond  also 
in  the  manner  prescribed  in  said  indenture  is  exchange¬ 
able  for  coupon  bonds  of  the  same  series  for  the  same 


10 


aggregate  principal  amount  and  bearing  all  unmatured 
coupons.  For  such  transfer  or  exchange  a  charge  may 
be  made  as  provided  in  said  indenture. 

No  recourse  shall  be  had  for  the  payment  of  the  prin¬ 
cipal  of  or  the  interest  upon  this  bond,  or  for  any  claim 
based  hereon,  or  otherwise  in  respect  hereof  or  of  said  in¬ 
denture  under  which  this  bond  is  issued,  against  any 
incorporator,  stockholder,  officer  or  director,  past,  pres¬ 
ent  or  future,  of  the  Railway  Company  or  of  any  suc¬ 
cessor  corporation,  whether  by  virtue  of  any  constitu¬ 
tion,  statute  or  rule  of  law  or  by  the  enforcement  of  any 
assessment  or  penalty  or  otherwise,  all  such  liability 
being,  by  the  acceptance  hereof  and  as  part  of  the  con¬ 
sideration  of  the  issue  hereof,  expressly  released,  as  pro¬ 
vided  in  said  indenture. 

This  bond  shall  not  become  obligatory  for  any  pur¬ 
pose  unless  and  until  it  shall  have  been  authenticated 
by  the  execution  of  the  certificate  hereon  endorsed  by  The 
First  National  Bank  of  the  City  of  New  York,  as  Trustee, 
or  its  successor  in  trust  under  this  indenture. 


In  witness  whereof,  Great  Northern  Railway  Com¬ 
pany  has  caused  this  bond  to  be  signed  by  its  President, 
or  a  Vice-President,  and  its  corporate  seal  to  be  hereunto 
affixed  and  to  be  attested  by  its  Secretary,  or  an  Assistant 
Secretary,  this . day  of . 

Great  Northern  Railway  Company, 


Attest : 


By 


. ) 

Vice-President. 


i 


Assistant  Secretary. 


11 


[form  of  trustee's  certificate.] 

This  bond  is  one  of  the  bonds  described  in  the  within 
mentioned  indenture. 

The  First  National  Bank  of  the  City  of 
New  York,  Trustee, 


and 


By 


Assistant  Cashier. 


Whereas,  the  Interstate  Commerce  Commission  by  its 
order  entered  April  21, 1921,  in  “Finance  Docket  No.  1374”v 
has  authorized  the  execution  of  this  indenture  and 
has  duly  authorized  the  issue  of  the  bonds  forthwith, 
and  from  time  to  time  hereafter,  issuable  under 
the  provisions  of  paragraph  (a)  of  Section  5  of 
Article  Three  of  this  indenture;  and  all  other  acts  and 
things  prescribed  by  law  and  by  the  by-laws  of  the  Rail¬ 
way  Company  have  been  duly  performed  and  complied 
with  and  the  Railway  Company  has  executed  this  inden¬ 
ture  and  from  time  to  time  purposes  to  issue  the  bonds 
hereby  secured  in  the  exercise  of  each  and  every  legal 
right,  power  and  authority  in  it  vested ; 


flow,  ^Therefore,  this  Unfcenture  TlXIUtnessetb : 

That,  in  order  to  secure  the  payment  of  the  principal 
and  interest  of  all  such  bonds  at  any  time  issued  and  out¬ 
standing  under  this  indenture,  according  to  their  tenor 


Form  of  Trustee’s  certificate. 


Authorization  by  Interstate 
Commerce  Commission,  due 
compliance  with  law,  etc. 


Grant  and  conveyance. 


12 


Description  of  railroad  lines 
mortgaged  and  mortgage 
liens  thereon. 


First  lien. 


and  effect,  and  the  performance  of  all  the  covenants  and 
conditions  herein  contained,  and  to  declare  the  terms  and 
conditions  upon  which  such  bonds  are  issued  and  received, 
the  Railway  Company,  party  of  the  first  part,  in  consider¬ 
ation  of  the  premises  and  of  the  purchase  and  acceptance 
of  such  bonds  by  the  holders  thereof,  and  of  the  sum  of 
one  hundred  dollars,  to  it  duly  paid  by  the  Trustee 
at  or  before  the  ensealing  and  delivery  of  these  presents, 
the  receipt  whereof  hereby  is  acknowledged,  has  executed 
and  delivered  these  presents,  and  has  granted,  bargained, 
sold,  released,  conveyed,  assigned,  transferred,  pledged 
and  set  over,  and  by  these  presents  does  grant,  bargain, 
sell,  release,  convey,  assign,  transfer,  pledge  and  set  over 
unto  the  Trustee,  party  of  the  second  part,  and  to  its  suc¬ 
cessors  in  the  trust  and  assigns  forever : 

FIRST.  The  following  described  lines  of  railroad  owned 
by  the  Railway  Company: 

I.  Railways  on  which  this  indenture  is  a  first  lien 
extending: 

(а)  From  the  junction  of  the  Railway  Company’s 

lines  at  Niobe,  Ward  County,  North  Dakota,  to 
International  Boundary  Line  between  the  State  of 
North  Dakota  and  the  Province  of  Saskatchewan, 
Dominion  of  Canada,  at  Northgate,  Burke  County 
North  Dakota . 21.69  miles. 

(б)  From  the  junction  of  the  Railway  Company's 

lines  at  Mocassin,  Fergus  County,  Montana,  to  Lewis- 
town,  Fergus  County,  Montana . 30.51  miles 


13 


(c)  From  the  junction  of  the  Railway  Company’s 
lines  at  Wenatchee,  Chelan  County,  Washington,  to 
Pateros,  Okanogan  County,  Washington. 57.59  miles. 

(d)  From  Wildrose,  Williams  County,  North 

Dakota,  to  end  of  track  at  Grenora,  Williams 
County,  North  Dakota . 36.33  miles. 

(e)  From  the  junction  of  the  Railway  Company's 

lines  at  Windham,  Fergus  County,  Montana,  to  end 
of  track  at  Lehigh,  Fergus  County,  Montana,  also 
from  junction  at  Lehigh,  Fergus  County,  Montana, 
southwesterly  to  end  of  track  at  Lehigh  Mine  No. 
2 . .  i  . .7.08  miles. 

(/)  From  the  junction  of  the  Railway  Company’s 
lines  at  Vaughn,  Cascade  County,  Montana,  to  end  of 
track  at  Gilman,  Lewis  &  Clark  County,  Mon¬ 
tana  . 40.28  miles. 

( g )  From  Plenty  wood,  Sheridan  County,  Mon¬ 
tana,  to  end  of  track  at  Scobey,  Daniels  County, 
Montana . 44.63  miles. 

Total  mileage . 238.11  miles. 

II.  Railways  subject  only  to  the  lien  of  the  First  and 
Refunding  Gold  Bond  Mortgage  of  the  Railway  Company 
to  Bankers  Trust  Company,  of  New  York,  as  Trustee,  dated 
May  1,  1911,  securing  $72,000,000  of  bonds  ($35,668,000  of 
which  are  outstanding  in  the  hands  of  the  public,  $24,200,000 
of  which  are  pledged  to  the  Secretary  of  the  Treasury  of 
the  United  States  to  secure  a  loan  of  $17,910,000  to  the  Rail¬ 
way  Company  under  Section  210  of  the  Transportation  Act 
of  1920,  and  $12,132,000  of  which  are  owned  by  the  Railway 
Company  and,  together  with  the  $24,200,000  of  said  bonds 


Subject  to  lien  of  G.  N.  First 
and  Refunding  Mortgage. 


14 


last  above  mentioned  and  subject  to  the  prior  pledge 
thereof  to  the  Secretary  of  the  Treasury  of  the  United 
States,  by  sub-paragraph  4  of  paragraph  Eighth  of  this 
granting  clause  are  assigned,  transferred  and  pledged  to 
the  Trustee),  maturing  July  1,  1961,  of  a  total  authorized 
issue  of  $600,000,000,  of  which  the  remainder,  or  any  thereof, 
hereafter  may  not  be  issued,  the  Railway  Company  having 
expressly  covenanted  against  the  issuance  of  any  such  bonds 
in  Section  2  of  Article  Five  of  this  indenture: 

1.  Main  lines  of  railway  extending: 

(a.)  From  Coon  Creek,  Anoka  County,  Min¬ 
nesota,  to  Brook  Park,  Pine  County,  Minne¬ 
sota  . 56.51  miles. 

( b )  From  Saunders,  Douglas  County,  Wisconsin, 

to  Allouez,  in  said  County . 6.20  miles. 

(c)  From  Brookston,  St.  Louis  County,  Minne¬ 
sota,  to  Olcott,  in  said  County . 46.51  miles. 

( d )  From  Gunn  Junction,  Itasca  County,  Minne¬ 
sota,  via  Kelly  Lake,  St.  Louis  County,  Minnesota, 

to  Flanders,  St.  Louis  County,  Minnesota . 

. 41.94  miles 

(e)  From  Virginia,  St.  Louis  County,  Minnesota, 
to  Flanders,  in  said  County . 15.06  miles. 

(/)  From  Park  Rapids,  Hubbard  County,  Minne¬ 
sota,  via  Leech  Lake,  Cass  County,  Minnesota,  to 
Cass  Lake,  Cass  County,  Minnesota. ..  .49.04  miles. 

( g )  From  Thief  River  Falls,  Pennington  County, 
Minnesota,  to  Warroad,  Roseau  County,  Minne¬ 
sota  . 84.24  miles. 


15 


(h)  From  Watertown,  Codington  County,  South 

Dakota,  to  Huron,  Beadle  County,  South  Da¬ 
kota  . G9.44  miles. 

( i )  From  Fargo,  Cass  County,  North  Dakota,  to 

Surrey,  Ward  County,  North  Dakota. .  .226.01  miles. 

(;)  From  Aneta,  Nelson  County,  North  Dakota, 

to  Devils  Lake,  Ramsey  County,  North  Dakota . 

. 57.72  miles. 

(k)  From  Armington,  Cascade  County,  Montana, 

to  Mossmain,  Yellowstone  County,  Montana . 

. . 194.53  miles. 

(?)  From  Shelby  Junction,  Toole  County,  Mon¬ 
tana,  to  Great  Falls,  Cascade  County,  Mon¬ 
tana  . 98.41  miles. 

(m)  From  North  Switch  at  Rexford,  Lincoln 
County,  Montana,  to  the  International  Boundary 
Line  between  the  State  of  Montana  and  the  Province 
of  British  Columbia,  Dominion  of  Canada. 8.58  miles. 

( n )  From  Marcus,  Stevens  County,  Washington, 

to  the  International  Boundary  Line  between  the  State 
of  Washington  and  the  Province  of  British  Columbia, 
Dominion  of  Canada,  at  Laurier,  Ferry  County, 
Washington  . 27.66  miles. 

(O')  From  the  International  Boundary  Line  be¬ 
tween  the  State  of  Washington  and  the  Province  of 
British  Columbia,  Dominion  of  Canada,  at  Danville, 
Ferry  County,  Washington,  to  said  International 
Boundary  Line  at  Ferry,  in  said  County,  25.13  miles. 


16 


(p)  From  the  International  Boundary  Line  be¬ 
tween  the  State  of  Washington  and  the  Province  of 
British  Columbia,  Dominion  of  Canada,  at  Molson, 
Okanogan  County,  Washington,  to  said  International 

Boundary  Line  at  Chopaka,  in  said  County . 

. 48.46  miles. 

( q )  From  Seattle,  King  County,  Washington,  to 

the  International  Boundary  Line  between  the  State 
of  Washington  and  the  Province  of  British  Columbia, 
Dominion  of  Canada,  at  Blaine,  'Whatcom  County, 
Washington . 122.89  miles. 

(r)  From  Anacortes,  Skagit  County,  Washington, 

to  Rockport,  in  said  County . 57.31  miles. 

(s)  Tracks  and  facilities  formerly  owned  by  The 

Union  Terminal  Railway  Company  at  Sioux  City, 
Woodbury  County,  Iowa . 1.28  miles. 

2.  Branch  lines  of  railway  extending: 

(a)  From  Mississippi,  Aitkin  County,  Minnesota,  to 
Kelly  Lake,  St.  Louis  County,  Minnesota. 31. 68  miles. 

(b)  From  Fermoy,  St.  Louis  County,  Minnesota,  to 
Kelly  Lake,  St.  Louis  County,  Minnesota. 23. 29  miles. 

(c)  From  Kelly  Lake,  St.  Louis  County,  Minne¬ 

sota,  to  end  of  track  on  old  Hibbing  Line,  in  said 
County . 1.56  miles. 

(d)  From  Emmert,  St.  Louis  County,  Minnesota, 

to  Chisholm,  in  said  County . 3.86  miles. 


(e)  Sundry  Mine  Spurs  on  Messabe  Range,  Min¬ 
nesota  . 23.95  miles. 


17 


(/)  From  Ellendale,  Dickey  County,  North  Dakota, 
to  Forbes,  in  said  County . 13.30  miles. 

( g )  From  Walhalla,  Pembina  County,  North 
Dakota,  to  the  International  Boundary  Line  between 
the  State  of  North  Dakota  and  the  Province  of  Mani¬ 
toba,  Dominion  of  Canada . 5.34  miles. 

(7i)  From  Lakota,  Nelson  County,  North  Dakota, 

to  Sarles,  Cavalier  County,  North  Dakota . 

. 73.13  miles. 

(i)  From  St.  John,  Rolette  County,  North 
Dakota,  to  the  International  Boundary  Line  between 
the  State  of  North  Dakota  and  the  Province  of  Mani¬ 
toba,  Dominion  of  Canada . 3.77  miles. 

(;')  From  York,  Benson  County,  North  Dakota,  to 
Dunseith,  Rolette  County,  North  Dakota. 42.27  miles. 

(7c)  From  Bottineau,  Bottineau  County,  North 
Dakota,  to  Antler,  in  said  County . 41.89  miles. 

(7)  From  Towner,  McHenry  County,  North 
Dakota,  to  Maxbass,  Bottineau  County,  North  Da¬ 
kota  . 46.10  miles. 

(m)  From  Granville,  McHenry  County,  North 

Dakota,  to  Sherwood,  Renville  County,  North  Da¬ 
kota  . 61.82  miles. 

( n )  From  Bertliold,  Ward  County,  North  Dakota, 

to  Crosby,  Divide  County,  North  Dakota . 

. 88.93  miles. 


18 


(o)  From  Stanley,  Mountrail  County,  North 

Dakota,  to  Wildrose,  Williams  County,  North 
Dakota  . 50.76  miles. 

(p)  From  Bainville,  Roosevelt  County,  Montana, 

to  Plenty  wood,  Sheridan  County,  Montana . 

. - . 53.65  miles. 

( q )  From  Virden,  Toole  County,  Montana,  to  the 

International  Boundary  Line  between  the  State  of 
Montana  and  the  Province  of  Alberta,  Dominion 
of  Canada,  at  Sweet  Grass,  Toole  County,  Mon¬ 
tana  . 36.58  miles. 

(r)  From  Power,  Teton  County,  Montana,  to  By¬ 
num,  in  said  County . 42.98  miles. 

(s)  From  Kalispell,  Flathead  County,  Montana, 

to  Marion,  in  said  County . 25.57  miles. 

( t )  From  Kalispell,  Flathead  County,  Montana, 

to  Somers,  in  said  County . 10.45  miles. 

(«)  Spur  from  Albany  Falls,  Bonner  County, 

Idaho,  to  Fidelity  Lumber  Company’s  mill . 

. 1.99  miles. 

I_i?)  From  Bonners  Ferry,  Boundary  County, 
Idaho,  to  the  International  Boundary  Line  between 
the  State  of  Idaho  and  the  Province  of  British 
Columbia,  Dominion  of  Canada,  at  Port  Hill,  in  said 
County . 25.97  miles. 


( w )  From  Curlew,  Ferry  County,  Washington,  to 
Republic,  in  said  County . 21.28  miles. 


19 


(x)  From  Republic,  Ferry  County,  Washington, 


to  Eureka  Gulch,  in  said  County . 5.97  miles. 

( y )  From  Oroville,  Okanogan  County,  Washing¬ 
ton,  to  Pateros,  in  said  County . 78.29  miles. 


(«)  From  Columbia  River,  Douglas  County,  Wash¬ 
ington,  to  Mansfield,  in  said  County. . .  .60.58  miles. 

( aa )  General  Office  Building,  situated  in  the  City 
of  St.  Paul,  Ramsey  County,  Minnesota. 

Total  mileage  main  and  branch  lines  .  .2,111.94  miles. 

III.  Railways  subject  only  (A)  to  the  lien  of  the  Consol¬ 
idated  Mortgage  of  The  Saint  Paul,  Minneapolis  and 
Manitoba  Railway  Company  to  Central  Trust  Company 
of  New  York  (now  Central  Union  Trust  Company  of  New 
York),  as  Trustee,  dated  May  1,  1883,  securing  $42,193,000 
bonds  outstanding  in  the  hands  of  the  public,  maturing  July 
1,  1933,  of  a  total  authorized  issue  of  $50,000,000,  of  which 
the  remainder,  or  any  thereof,  hereafter  may  not  be  issued, 
the  Railway  Company  having  expressly  covenanted  against 
the  issue  of  any  such  bonds  in  Section  2  of  Article  Five  of 
this  indenture;  $13,344,000  of  the  said  outstanding  bonds 
bearing  interest  at  the  rate  of  six  per  centum  per  annum, 
$20,856,000  at  the  rate  of  four  and  one-half  per  centum  per 
annum  and  $7,993,000  at  the  rate  of  four  per  centum  per 
annum;  and  (B)  to  the  lien  of  the  aforesaid  First  and 
Refunding  Gold  Bond  Mortgage  of  the  Railway  Company: 

1.  Main  lines  of  railway  extending: 

(a)  From  St.  Paul,  Ramsey  County,  Minnesota, 
(via  Minneapolis  Junction,  Coon  Creek  Junction, 
Elk  River,  East  St.  Cloud,  St.  Cloud,  Barnesville, 
Redland,  Crookston  and  St.  Vincent,  all  in  the  State 
of  Minnesota)  to  the  International  Boundary  Line 


Subject  to  liens  of  St.  P. 

M.  &  M.  Consolidated  Mort¬ 
gage  and  G.  N.  First  and 
Refunding  Mortgage. 


20 


between  tbe  State  of  Minnesota  and  the  Province  of 
Manitoba,  Dominion  of  Canada,  north  of  Noyes,  Kitt¬ 
son  County,  Minnesota . 392.70  miles. 

(b)  From  East  St.  Cloud,  Benton  County,  Minne¬ 
sota,  to  Hinckley,  Pine  County,  Minnesota . 

. 66.50  miles. 

(c)  From  St.  Cloud,  Stearns  County,  Minnesota, 

to  Willmar,  Kandiyohi  County,  Minnesota . 

. 55.68  miles. 

( d )  From  Sauk  Center,  Stearns  County,  Minne¬ 
sota,  to  Park  Rapids,  Hubbard  County,  Minnesota 
. 90.96  miles. 

(e)  From  Barnesville,  Clay  County,  Minnesota, 

to  Grand  Forks,  Grand  Forks  County,  North  Da¬ 
kota  . 100.02  miles. 

(/)  From  Grand  Forks,  Grand  Forks  County, 
North  Dakota,  to  the  International  Boundary  Line 
between  the  State  of  North  Dakota  and  the  Province 
of  Manitoba,  Dominion  of  Canada,  north  of  Neche, 
Pembina  County,  North  Dakota . 81.35  miles. 

(g)  From  Minneapolis,  Hennepin  County,  Minne¬ 
sota,  ( via  Willmar,  Kandiyohi  County,  and  Brecken- 
ridge,  Wilkin  County,  both  in  the  State  of  Minne¬ 
sota)  to  Aneta,  Nelson  County,  North  Dakota . 

. 328.71  miles. 

(7i)  From  Clearwater  Junction,  Hennepin  Coun¬ 

ty,  Minnesota,  to  St.  Cloud,  Stearns  County,  Minne¬ 
sota  . 63.10  miles. 


21 


(i)  From  Casselton,  Cass  County,  North  Dakota, 

to  Larimore,  Grand  Forks  County,  North  Dakota.. 
. 74.87  miles. 

(j)  From  Fosston,  Polk  County,  Minnesota,  to 

Redland,  in  said  County . 46.05  miles. 

( k )  From  Crookston,  Polk  County,  Minnesota, 

to  Red  River  at  East  Grand  Forks,  in  said 
County  . 24.64  miles. 

( l )  From  the  boundary  line  between  the  States 

of  Minnesota  and  North  Dakota  at  Grand  Forks, 
Grand  Forks  County,  North  Dakota,  on  the  Red 
River,  in  a  generally  westerly  direction  across 
the  State  of  North  Dakota  to  the  boundary  line 
between  the  States  of  North  Dakota  and  Mon¬ 
tana  . 350.64  miles. 

(m)  Connecting  track  at  Fargo,  Cass  County, 

North  Dakota,  with  the  line  to  Surrey,  Ward 
County,  North  Dakota . 91  mile. 

2.  Branch  lines  of  railway  extending: 

(a)  From  Elk  River,  Sherburne  County,  Minne¬ 
sota,  to  Milaca,  Mille  Lacs  County,  Minnesota.  . . . 
. 31.79  miles. 

(b)  From  a  connection  with  the  main  line  of  the 

Railway  Company  which  extends  from  Clearwater 
Junction,  Hennepin  County,  Minnesota,  to  St. 
Cloud,  Stearns  County,  Minnesota,  to  dam  at 
St.  Cloud . 2.57  miles. 


22 


(c)  From  East  St.  Cloud,  Benton  County,  Minne¬ 
sota,  to  Sauk  Rapids,  in  said  County. . .  .2.43  miles. 

( d )  From  Evansville,  Douglas  County,  Minne¬ 
sota,  to  Tintah,  Traverse  County,  Minnesota . 

. 32.01  miles. 

( e )  From  Fergus  Falls,  Otter  Tail  County,  Minne¬ 
sota,  to  Pelican  Rapids,  in  said  County.  .21.58  miles. 

(/)  From  Red  Lake  Falls,  Red  Lake  County,  Min¬ 
nesota,  to  Thief  River  Falls,  Pennington  County, 
Minnesota . 20.14  miles. 

(g)  Connecting  track  with  the  Northern  Pacific 

Railway  at  Tilden  Junction,  Polk  County,  Minne¬ 
sota  . 18  mile. 

( h )  From  St.  Hilaire,  Pennington  County,  Min¬ 

nesota,  to  Wylie,  Red  Lake  County,  Minnesota.... 
. 7.49  miles. 

(i)  From  Hopkins  Junction,  Hennepin  County, 
Minnesota,  to  Hopkins,  in  said  County. .  .3.57  miles. 

(;')  From  Hutchinson  Junction,  Hennepin 
County,  Minnesota,  to  Hutchinson,  McLeod  County, 
Minnesota  . 43.90  miles. 

(7c)  From  Benson,  Swift  County,  Minnesota,  to 

Watertown,  Codington  County,  South  Dakota . 

. 91.92  miles. 

(Z)  From  Morris,  Stevens  County,  Minnesota,  to 

Lake  Traverse,  Traverse  County,  Minnesota . 

. 48.60  miles. 


23 


( m )  From  Yarmouth,  Wilkin  County,  Minnesota, 

to  Ellendale,  Dickey  County,  North  Dakota . 

. 105.07  miles. 

(n)  From  Rutland,  Sargent  County,  North  Da¬ 
kota,  to  Aberdeen,  Brown  County,  South  Dakota. 
. 63.91  miles. 

(o)  From  Wahpeton,  Richland  County,  North  Da¬ 
kota,  to  Moorhead,  Clay  County,  Minnesota . 

. ....43.48  miles. 

(p)  From  Moorhead,  Clay  County,  Minnesota,  to 

Redland,  Polk  County,  Minnesota . 66.05  miles. 

( q )  From  Addison,  Cass  County,  North  Dakota, 
to  Chaffee,  Cass  County,  North  Dakota.  .11.78  miles. 

(r)  From  Erie  Junction,  Cass  County,  North 

Dakota,  to  Portland  Junction,  Traill  County,  North 
Dakota . 32.62  miles. 

(s)  From  Grafton,  Walsh  County,  North  Dakota, 

to  Wallialla,  Pembina  County,  North  Dakota . 

. 48.10  miles. 

( t )  From  Larimore,  Grand  Forks  County,  North 

Dakota,  to  Hannah,  Cavalier  County,  North  Dakota 
. 94.95  miles. 

(u)  From  Church’s  Ferry,  Ramsey  County,  North 

Dakota,  to  St.  John,  Rolette  County,  North  Dakota 
. 55.31  miles. 

(v)  From  Rugby  Junction,  Pierce  County,  North 

Dakota,  to  Bottineau,  Bottineau  County,  North  Da¬ 
kota  . 38.95  miles. 

Total  mileage  main  and  branch  lines.2,542.53  miles. 


24 


Subject  to  liens  of  St.  P.  M. 
&  M.  Montana  Extension 
Mortgage  and  G.  N.  First 
and  Refunding  Mortgage. 


IV.  Railways  subject  only  (A)  to  the  lien  of  the  Mon¬ 
tana  Extension  Mortgage  of  The  Saint  Paul,  Minneapolis 
and  Manitoba  Railway  Company  to  Central  Trust  Com¬ 
pany  of  New  York  (now  Central  Union  Trust  Company 
of  New  York),  as  Trustee,  dated  June  1,  1887,  securing 
$21,687,000  four  per  cent,  bonds  outstanding,  maturing  June 
1,  1937,  $10,185,000  thereof  being  in  the  hands  of  the  public 
and  $11,502,000  thereof  being  owned  by  the  Railway  Com¬ 
pany,  out  of  a  total  authorized  issue  of  $25,000,000;  the  said 
$11,502,000  bonds  are  owned  by  the  Railway  Company  sub¬ 
ject  (1)  to  the  pledge  of  the  same  under  the  trust  indenture 
securing  £6,000,000  Pacific  Extension  Bonds  more  particu¬ 
larly  described  under  heading  V  of  the  granting  clause  of 
this  indenture,  (2)  to  the  pledge  of  the  same  under  the 
aforesaid  First  and  Refunding  Gold  Bond  Mortgage  of  the 
Railway  Company,  and  (3)  to  the  pledge  of  the  same  here¬ 
inafter  made  to  the  Trustee  under  and  subject  to  the  lien 
of  this  indenture,  and  the  remainder  of  such  total  authorized 
issue,  or  any  thereof,  hereafter  may  not  be  issued,  the  Rail¬ 
way  Company  having  expressly  covenanted  against  the 
issue  of  any  such  bonds  in  Section  2  of  Article  Five  of  this 
indenture;  and  (B)  to  the  lien  of  the  aforesaid  First  and 
Refunding  Gold  Bond  Mortgage  of  the  Railway  Company: 


1.  Main  lines  of  railway  extending: 

(a)  From  the  boundary  line  between  the  States  of 

North  Dakota  and  Montana,  running  in  a  gen¬ 
erally  westerly  direction  (and  via  Pacific  Junc¬ 
tion,  Hill  County,  Montana)  to  the  south  side  of 
the  Sun  River  near  Great  Falls,  Cascade  County, 
Montana  . . . 411.15  miles. 

(b)  From  Great  Falls,  Cascade  County,  Montana, 
to  Old  Sand  Coulee  Junction,  in  said  County. 
. 1.18  rniles. 


25 


2.  Branch  lines  of  railway  extending: 

(a)  From  B.  and  M.  Smelter  to  Great  Falls,  Cas¬ 
cade  County,  Montana . 5.01  miles. 

Total  mileage  main  and  branch  lines. 417. 34  miles. 


V.  Railways  subject  only  (A)  to  the  lien  of  the  afore¬ 
said  Montana  Extension  Mortgage  of  The  Saint  Paul, 
Minneapolis  and  Manitoba  Railway  Company;  (B)  to  the 
lien  of  the  Pacific  Extension  Mortgage  of  The  Saint  Paul, 
Minneapolis  and  Manitoba  Railway  Company  to  Central 
Trust  Company  of  New  York  (now  Central  Union  Trust 
Company  of  New  York),  as  Trustee,  dated  July  1,  1890, 
securing  £6,000,000  four  per  cent,  bonds  outstanding,  matur¬ 
ing  July  1,  1940,  of  a  total  authorized  issue  of  £6,000,000; 
£5,854,100  of  said  bonds  being  in  the  hands  of  the  public 
and  £145,900  thereof  being  owned  by  the  Railway  Company 
subject  to  the  pledge  of  the  same  under  the  aforesaid  First 
and  Refunding  Gold  Bond  Mortgage  of  the  Railway  Com¬ 
pany;  and  (C)  to  the  lien  of  the  aforesaid  First  and  Refund¬ 
ing  Gold  Bond  Mortgage  of  the  Railway  Company: 

1.  Main  lines  of  railway  extending: 

(a)  From  Pacific  Junction,  Hill  County,  Mon¬ 
tana,  running  in  a  generally  westerly  direction  (via 
Shelby  and  Virden,  Toole  County,  Montana,  Colum¬ 
bia  Falls,  Flathead  County,  Montana,  and  Rexford, 
Lincoln  County,  Montana)  to  the  boundary  line  be¬ 
tween  the  States  of  Montana  and  Idaho  .  401. 2S  miles. 

2.  Branch  lines  of  railway  extending: 

(a)  From  Columbia  Falls,  Flathead  County,  Mon¬ 
tana,  to  Kalispell,  in  said  County . 14.90  miles. 


Subject  to  liens  of  St.  P.  M. 

&  M.  Montana  Extension  and 
Pacific  Extension  Mortgages 
and  Cr.  N.  First  and  Refund¬ 
ing  Mortgage. 


26 


Subject  to  liens  of  St.  P.  M. 
&  M.  Pacific  Extension 
Mortgage  and  G.  N.  First 
and  Refunding  Mortgage. 


Subject  to  liens  of  Eastern 
Ry.  Northern  Division 
Mortgage  and  G.  N.  First 
and  Refunding  Mortgage. 


(b)  From  Rexford,  Lincoln  County,  Montana,  to 
North  Switch  at  Rexford,  in  said  County..  .28  mile. 

Total  mileage  main  and  branch  lines  416.46  miles. 

VI.  Railways  subject  only  (A)  to  the  lien  of  the  afore¬ 
said  Pacific  Extension  Mortgage  of  The  Saint  Paul,  Minne¬ 
apolis  and  Manitoba  Railway  Company;  and  (B)  to  the 
lien  of  the  aforesaid  First  and  Refunding  Gold  Bond  Mort¬ 
gage  of  the  Railway  Company: 

1.  Main  lines  of  railway  extending: 

(a)  From  the  boundary  line  between  the  States  of 
Montana  and  Idaho,  running  thence  in  a  generally 
southwesterly  direction  to  the  boundary  line  between 
the  States  of  Idaho  and  Washington,  thence  in  a  gen¬ 
erally  southwesterly  direction  to  Spokane,  Spokane 
County,  Washington,  and  thence  in  a  generally  west¬ 
erly  direction  (via  Columbia  River,  Douglas  County, 
Washington,  and  Leavenworth,  Chelan  County, 
Washington)  to  Everett,  Snohomish  County,  Wash¬ 
ington  . 432.84  miles. 

VII.  Railways  subject  only  (A)  to  the  lien  of  the  North¬ 
ern  Division  Mortgage  of  the  Eastern  Railway  Company 
of  Minnesota  to  Mercantile  Trust  Company,  of  New 
York,  as  Trustee  (Bankers  Trust  Company,  of  New  York, 
now  successor  Trustee),  dated  April  1,  1898,  securing 
$9,700,000  four  per  cent,  bonds  outstanding  in  the  hands  of 
the  public,  maturing  April  1,  1948,  of  a  total  authorized 
issue  of  $15,000,000,  of  which  the  remainder,  or  any  thereof, 
hereafter  may  not  be  issued,  the  Railway  Company  having 
expressly  covenanted  against  the  issue  of  any  such  bonds 
in  Section  2  of  Article  Five  of  this  indenture;  and  (B)  to 
the  lien  of  the  aforesaid  First  and  Refunding  Gold  Bond 
Mortgage  of  the  Railway  Company: 


27 


1.  Main  lines  of  railway  extending: 

(a)  From  Hinckley,  Pine  County,  Minnesota,  to 
Duluth,  St.  Louis  County,  Minnesota..  .69.25  miles. 

(b)  From  Boylston,  Douglas  County,  Wisconsin, 
to  Fosston,  Polk  County,  Minnesota. . .  .212.31  miles. 

2.  Branch  lines  of  railway  extending : 

(а)  From  a  connection  with  the  main  line  of  the 

Railway  Company  which  extends  from  Hinckley, 
Pine  County,  Minnesota,  to  Duluth,  St.  Louis  County, 
Minnesota,  to  quarries  at  Sandstone,  Pine  County, 
Minnesota . 2.61  miles. 

(б)  Connecting  track  at  Saunders,  Douglas 

County,  Wisconsin,  with  the  line  to  Allouez,  Wis¬ 
consin,  formerly  of  the  Eastern  Railway  Company  of 
Minnesota . 05  mile. 

Total  mileage  main  and  branch  lines  284.22  miles. 


VIII.  Railways  subject  only  (A)  to  the  lien  of  the  First  Subject  to  liens  of  Minne- 

apolis  Union  First  Mort- 

Mortgage  of  the  Minneapolis  Union  Railway  Company  to  gage,  st.  p.  m.  &  m.  Con- 
Central  Trust  Company  of  New  York  (now  Central  Union  g.  n.  First  and  Refunding 

Mortss^G 

Trust  Company  of  New  York),  as  Trustee,  dated  March  1, 

1882,  securing  $2,800,000  bonds  outstanding  in  the  hands 
of  the  public,  maturing  July  1,  1922,  of  a  total  authorized 
issue  of  $3,000,000,  of  which  the  remainder,  or  any  thereof, 
hereafter  may  not  be  issued,  the  Railway  Company  having 
expressly  covenanted  against  the  issue  of  any  such  bonds 
in  Section  2  of  Article  Five  of  this  indenture;  $2,150,000  of 
the  said  outstanding  bonds  bearing  interest  at  the  rate  of 
six  per  centum  per  annum  and  $650,000  at  the  rate  of  five 
per  centum  per  annum;  (B)  to  the  lien  of  the  aforesaid 
Consolidated  Mortgage  of  The  Saint  Paul,  Minneapolis  and 


28 


Subject  to  liens  of  W.  &  S. 
First  Mortgage  and  G.  N. 
First  and  Refunding 
Mortgage. 


Manitoba  Railway  Company;  and  (C)  to  the  lien  of  the 
aforesaid  First  and  Refunding  Gold  Bond  Mortgage  of  the 
Railway  Company: 

1.  Main  lines  of  railway  extending: 

(a)  From  connection  with  the  tracks  of  the  Rail¬ 
way  Company  at  University  Switch,  so-called, 
located  in  the  S.  W.  %  of  the  S.  W.  ^4  of  Sec¬ 
tion  19,  in  Township  29,  of  Range  No.  23,  in  a  gen¬ 
erally  westerly  direction  to  the  eastern  bank  of  the 
Mississippi  River  at  a  point  in  the  City  of  Minne¬ 
apolis,  Hennepin  County,  State  of  Minnesota,  oppo¬ 
site  the  lower  end  of  Hennepin  Island,  in  the  Missis¬ 
sippi  River;  thence  across  said  river  by  means  of  a 
stone  arch  bridge;  and  thence  on  the  westerly  side  of 
said  river  in  a  northwesterly  direction  to  a  connection 
with  the  tracks  of  the  Railway  Company  on  the  west 
line  of  Block  9  of  Minneapolis  proper,  in  said  City 
of  Minneapolis  . 2.52  miles. 

F.  IX.  Railways  subject  only  (A)  to  the  lien  of  the  First 
Mortgage  of  The  Willmar  and  Sioux  Falls  Railway  Com¬ 
pany  to  Central  Trust  Company  of  New  York  (now  Central 
Union  Trust  Company  of  New  York),  as  Trustee,  dated 
June  1,  1888,  securing  $3,646,000  five  per  cent,  bonds  out¬ 
standing,  maturing  June  1,  1938,  of  a  total  authorized  issue 
of  $2,625,000,  and  an  additional  amount  not  exceeding  $17,500 
for  each  mile  of  main  track  completed  and  equipped; 
$3,625,000  of  said  bonds  being  in  the  hands  of  the  public, 
and  $21,000  thereof  being  owned  by  the  Railway  Company 
subject  (1)  to  the  pledge  of  the  same  under  the  aforesaid 
First  and  Refunding  Gold  Bond  Mortgage  of  the  Railway 
Company;  and  (2)  to  the  pledge  of  the  same  herein¬ 
after  made  to  the  Trustee  under  and  subject  to  the  lien 


29 


of  this  indenture,  and  the  remainder,  or  any  thereof,  here¬ 
after  may  not  be  issued,  the  Railway  Company  having 
expressly  covenanted  against  the  issue  of  any  such  bonds 
in  Section  2  of  Article  Five  of  this  indenture;  and  (B)  to 
the  lien  of  the  aforesaid  First  and  Refunding  Gold  Bond 
Mortgage  of  the  Railway  Company: 

1.  Main  lines  of  railway  extending: 

(a)  From  Willmar,  Kandiyohi  County,  Minne¬ 
sota,  (via  Jasper,  Pipestone  County,  Minnesota,  Gar- 
retson,  Minnehaha  County,  South  Dakota,  Booge, 
Minnehaha  County,  South  Dakota,  and  Manley,  Rock 
County,  Minnesota)  to  Sioux  City,  Woodbury 

County,  Iowa  . 223.15  miles. 

2.  Branch  lines  of  railway  extending: 

(n)  From  Garretson,  Minnehaha  County,  South 
Dakota,  to  Yankton,  Yankton  County,  South  Da¬ 
kota  . 80.94  miles. 

Total  mileage  main  and  branch  lines. 304. 09  miles. 


X.  Railways  subject  only  (A)  to  the  lien  of  the  First 
Mortgage  of  The  Montana  Central  Railway  Company  to 
Central  Trust  Company  of  New  York  (now  Central  Union 
Trust  Company  of  New  York),  as  Trustee,  dated  July  1, 
1887,  securing  $10,000,000  bonds  outstanding  in  the  hands 
of  the  public,  maturing  July  1,  1937,  of  a  total  author¬ 
ized  issue  of  $10,000,000,  $6,000,000  of  said  outstanding 
bonds  bearing  interest  at  the  rate  of  six  per  centum  per 
annum  and  $4,000,000  at  the  rate  of  five  per  centum  per 
annum;  (B)  to  the  lien  of  the  aforesaid  Montana  Extension 
Mortgage  of  The  Saint  Paul,  Minneapolis  and  Manitoba 


Subject  to  liens  of  M.  C. 
First  Mortgage,  St.  P.  M.  & 
M.  Montana  Extension 
Mortgage,  and  G.  N.  First 
and  Refunding  Mortgage. 


30 


Railway  Company;  and  (C)  to  the  lien  of  the  aforesaid 
First  and  Refunding  Gold  Bond  Mortgage  of  the  Railway 
Company: 

1.  Main  lines  of  railway  extending : 

(a)  From  Great  Falls,  Cascade  County,  Montana, 
(via  Helena,  Lewis  &  Clark  County,  Montana)  to 
Butte,  Silver  Bow  County,  Montana. .  .169.29  miles. 

( b )  From  Great  Falls,  Cascade  County,  Montana, 

to  Armington,  in  said  County . 27.66  miles. 


2.  Branch  lines  of  railway  extending: 

(а)  From  Lewis  Junction,  Cascade  County,  Mon¬ 
tana,  to  Sand  Coulee,  in  said  County. . .  .2.39  miles. 

(б)  From  Gerber,  Cascade  County,  Montana,  to 

Stockett,  in  said  County . 8.42  miles. 

(c)  From  Armington,  Cascade  County,  Montana, 
to  Neihart,  in  said  County . 38.21  miles. 

id)  From  Helena,  Lewis  &  Clark  County,  Mon¬ 
tana,  to  Fair  Grounds  in  said  County,  known  as  the 
Fair  Grounds  Spur . 67  mile. 

(e)  From  Mountain  View  Mine,  Silver  Bow 
County,  Montana,  to  Butte,  Silver  Bow  County, 
Montana . 3.32  miles. 

Total  mileage  main  and  branch  lines. 249.96  miles. 


Subject  to  liens  of  S.  F.  &  N. 
First  Mortgage  and  G.  N. 
First  and  Refunding 
Mortgage. 


XI.  Railways  subject  only  (A)  to  the  lien  of  the  First 
Mortgage  of  The  Spokane  Falls  and  Northern  Railway 
Company  to  Manhattan  Trust  Company,  of  New  York,  as 
Trustee  (Bankers  Trust  Company,  of  New  York,  now 
successor  Trustee),  dated  July  1,  1889,  securing  $2,812,000 


31 


six  per  cent,  bonds  outstanding,  maturing  July  1,  1939,  of 
a  total  authorized  issue  limited  at  the  rate  of  $20,000  per 
mile  of  completed  road;  $229,000  of  said  bonds  being  in 
the  hands  of  the  public,  and  $2,583,000  being  owned  by  the 
Railway  Company  subject  (1)  to  the  pledge  of  the  same 
under  the  aforesaid  First  and  Refunding  Gold  Bond  Mort¬ 
gage  of  the  Railway  Company;  and  (2)  to  the  pledge  of 
the  same  hereinafter  made  to  the  Trustee  under  and  sub¬ 
ject  to  the  lien  of  this  indenture,  and  the  remainder,  or  any 
thereof,  hereafter  may  not  be  issued,  the  Railway  Company 
having  expressly  covenanted  against  the  issue  of  any  such 
bonds  in  Section  2  of  Article  Five  of  this  indenture;  and 
(B)  to  the  lien  of  the  aforesaid  First  and  Refunding  Gold 
Bond  Mortgage  of  the  Railway  Company: 

1.  Main  lines  of  railway  extending : 

(a)  From  Dean,  Spokane  County,  Washington, 
to  the  International  Boundary  Line  between  the 
State  of  Washington  and  the  Province  of  British 


Columbia,  Dominion  of  Canada . 125.87  miles. 

(6)  From  Hillyard,  Spokane  County,  Washing¬ 
ton,  to  Spokane,  in  said  County . 4.16  miles. 

Total  mileage  main  lines . 130.03  miles. 


The  railways  herein  conveyed  to  the  Trustee  and 
made  subject  to  the  lien  of  this  indenture,  including 
railways  of  those  companies  all  of  whose  shares  of 
capital  stock  are  pledged  to  the  Trustee  under  para¬ 
graph  NINTH  of  the  granting  clause  hereof,  for 
convenience  are  classified  and  recapitulated  in  re¬ 
spect  of  the  mileage  thereof  and  the  amount  of  mort¬ 
gage  liens  thereon,  excepting  only  the  lien  of  this 
indenture,  as  follows: 


32 


Recapitulation  of  mileage 
and  liens. 


Appurtenances  mortgaged, 
including  income  and 
franchises. 


Railways  free  from  mortgage  lien.  238.11  miles. 

Railways  subject  only  to  the  lien  of 
the  First  and  Refunding  Gold  Bond 
Mortgage  of  the  Railway  Company.  2,657.12  miles. 

Railways  subject  to  the  lien  of  the 
First  and  Refunding  Gold  Bond 
Mortgage  of  the  Railway  Company 
and  other  mortgages  hereinbefore 
described  .  4,779.99  miles. 

Total  .  7,675.22  miles. 

SECOND.  Appurtenances  of  the  above  described  lines 
of  railroad,  subject,  as  to  the  portions  thereof  embraced 
therein  respectively,  to  the  above  mentioned  mortgages: 

All  telegraph  and  telephone  lines,  including  all 
poles,  wires  and  instruments,  all  rights  of  way,  sta¬ 
tion  and  depot  grounds,  all  tunnels,  roadbeds,  spurs, 
double  tracks,  turnouts,  switches,  sidings  and  turn¬ 
tables,  all  superstructures,  bridges,  stringers,  ties, 
rails,  frogs,  chairs,  bolts,  splices  and  other  railroad 
appurtenances,  all  terminals  and  terminal  properties, 
docks,  wharves,  ferries  and  landings,  all  station 
houses,  warehouses,  freight  houses,  engine  houses, 
car  houses,  water  stations,  water  tanks,  water  supply, 
machine  shops  and  other  structures,  all  furniture, 
machinery,  tools,  implements,  materials  and  supplies 
now  or  hereafter  owned  by  the  Railway  Company, 
appurtenant  to  any  of  said  lines  of  railway  and 
branches  above  described,  and  all  tolls,  revenues, 


33 


earnings,  income,  rents,  issues  and  profits  of  the 
Railway  Company,  and  also  all  the  estate,  right,  title, 
interest,  property,  possession,  claim  and  demand 
whatsoever,  as  well  in  law  as  in  equity,  of  the  Rail¬ 
way  Company  of,  in  and  to  the  said  railways, 
branches,  premises  and  property,  and  every  part  and 
parcel  thereof,  with  the  appurtenances  and  the  fran¬ 
chises  appertaining  or  hereafter  to  appertain  thereto. 

THIRD.  Any  and  all  lines  of  railway,  extensions  and 
branches,  telegraph  and  telephone  lines  and  lines  of  water 
transportation,  including  the  franchises  appurtenant  thereto, 
and  any  and  all  terminal  properties,  depots,  shops,  machin¬ 
ery,  tools,  docks,  wharves,  ferries,  landings,  boats,  rolling 
stock  and  other  equipment,  and  any  and  all  bonds,  stocks 
and  other  property  of  every  kind  or  description  (notwith¬ 
standing  that  the  same  are  not  now  particularly  set  forth 
in  this  indenture)  which,  from  time  to  time,  in  the  manner 
hereinafter  provided,  shall  be  purchased,  acquired  or  con¬ 
structed  by  the  use  of  any  bonds  secured  by  this  Indenture, 
except  bonds  (1)  issued  or  to  be  issued  under  the  provi¬ 
sions  of  subparagraph  (1)  of  paragraph  (a)  of  Section  5  of 
Article  Three  of  this  indenture,  (2)  issued  or  to  be  issued 
under  the  provisions  of  Section  6  of  Article  Three  of  this 
indenture,  and  (3)  issued  or  to  be  issued  under  the  pro¬ 
visions  of  Section  7  of  Article  Three  of  this  indenture,  to 
reimburse  the  Railway  Company  for  and  on  account  of 
moneys  expended  for  the  acquisition  of  property  that  shall 
have  been  subjected  to  the  lien  of  this  indenture  or  upon 
property  that  shall  be  subject  thereto;  together  with  all 
and  singular  the  franchises,  rights  and  privileges  appurte¬ 
nant  to  or  used  in  connection  with  such  lines  of  railway, 
extensions,  branches,  telegraph  and  telephone  lines  and 
lines  of  water  transportation,  and  any  and  all  the  rents, 
issues,  profits,  tolls  and  other  income  thereof. 


After-acquired  property 
mortgaged. 


34 


Additions,  improvements 
and  betterments 
mortgaged. 


Rolling  stock  and  equipment 
mortgaged. 


FOURTH.  Subject  to  the  right  of  the  Railway  Company 
to  be  reimbursed  for,  and  on  account  of,  the  cost  or  value 
thereof,  as  provided  in  Section  7  of  Article  Three  of  this 
indenture,  any  and  all  additions,  improvements  and  better¬ 
ments  now  or  hereafter  acquired  or  constructed  to  or 
upon  or  in  connection  with  any  and  all  lines  of  railway,  ex¬ 
tensions,  branches,  telegraph  and  telephone  lines  and  lines 
of  water  transportation  now  or  at  any  time  hereafter  sub¬ 
ject  to  this  indenture;  any  and  all  real  property,  of  every 
kind  and  description,  acquired  for  use  in  connection  with, 
or  for  the  purpose  of,  such  lines  of  railway,  extensions  or 
branches,  telegraph  and  telephone  lines  and  lines  of  water 
transportation;  and  any  and  all  corporate  rights,  privileges 
and  franchises  which  the  Railway  Company  now  has,  or 
hereafter  may  or  shall  acquire,  possess  or  exercise  or  be 
entitled  to  exercise,  in,  to,  upon  or  in  respect  of  such  lines 
of  railway,  extensions  or  branches,  telegraph  and  telephone 
lines  and  lines  of  water  transportation  or  any  part  thereof, 
necessary  for,  or  appertaining  to,  the  construction,  mainte¬ 
nance  or  operation  of  such  lines  of  railway  or  any  such 
extension  or  branch,  telegraph  and  telephone  lines  and  lines 
of  water  transportation  or  any  part  thereof ;  subject  only 
to  the  liens  thereof,  in  so  far  as  the  same  attach,  of  the 
aforesaid  mortgages  in  this  granting  clause  described. 

FIFTH,  (a)  Rolling  stock  and  equipment,  subject  only 
to  the  liens  thereof,  in  so  far  as  the  same  attach,  of  the  afore¬ 
said  mortgages  in  this  granting  clause  described,  owned  by 
the  Railway  Company,  as  follows: 

1,380  locomotives  (including  4  electric  locomo¬ 
tives)  ;  92  sleeping  cars;  24  parlor  cars;  35  observa¬ 
tion  compartment  cars;  42  dining  cars;  399  coaches; 
5G  tourist  cars;  49  passenger  and  baggage  cars;  474 
baggage,  mail  and  express  cars;  1  open  observation 
car;  28  business  cars;  31,620  box  cars;  50  transfer 
freight  cars;  4,603  refrigerator  cars;  1,723  stock 


35 


cars;  5,457  flat  and  coal  cars;  2,460  ore  cars  (wood)  ; 
5,710  ore  cars  (steel)  ;  115  oil  tank  cars  (steel)  ;  30 
ballast  cars;  997  ballast  cars  (convertible);  1,107 
sand  cars;  658  caboose  cars;  133  cinder  cars;  1,872 
boarding  cars;  90  derrick  and  tool  cars;  19  steam 
shovels;  21  Lidgerwood  unloaders;  15  pile  drivers; 
10  rotary  snow  plows;  60  snow  dozers;  135  other 
work  equipment. 

( b )  Rolling  stock  and  equipment  (subject  only  to  the 
liens  thereof,  in  so  far  as  the  same  attach,  of  the  aforesaid 
mortgages  in  this  granting  clause  described)  hereafter 
acquired  and  owned  by  the  Railway  Company  for  the  pur¬ 
pose  of  replacing,  restoring  or  retiring  (as  required  by 
Section  8  of  Article  Five  of  this  indenture)  any  of  the  said 
rolling  stock  and  equipment  in  the  last  foregoing  clause  («) 
described;  and 

( c )  Rolling  stock  and  equipment  which  from  time  to  time 
in  the  manner  herein  provided  shall  be  purchased,  acquired 
or  constructed  by  the  use  of  any  bonds  secured  by  this  in¬ 
denture,  except  bonds  (1)  issued  or  to  be  issued  under  the 
provisions  of  subparagraph  (1)  of  paragraph  ( a )  of  Section 
5  of  Article  Three  of  this  indenture,  (2)  issued  or  to  be 
issued  under  the  provisions  of  Section  6  of  Article  Three 
of  this  indenture,  and  (3)  issued  or  to  be  issued  under  the 
provisions  of  Section  7  of  Article  Three  of  this  indenture, 
to  reimburse  the  Railway  Company  for  and  on  account  of 
moneys  expended  for  the  acquisition  of  property  that  shall 
have  been  subjected  to  the  lien  of  this  indenture  or  upon 
property  that  shall  be  subject  thereto. 

SIXTH.  The  right,  title  and  interest  of  the  Railway 
Company  (subject  only  to  the  liens  thereof,  in  so  far  as 
the  same  attach,  of  the  aforesaid  mortgages  in  this  grant¬ 
ing  clause  described)  under,  in  and  to  the  following  track¬ 
age  contracts: 


Trackage  contracts 
mortgaged. 


36 


Leases,  etc.,  mortgaged. 


1.  Contract  between  Northern  Pacific  Railway 
Company  and  the  Railway  Company,  dated  December 

I,  1909,  for  a  period  of  999  years  from  June  19,  1910, 
for  the  use  by  the  Railway  Company  of  the  railway 
and  facilities  of  the  Northern  Pacific  Railway  Com¬ 
pany  from  Seattle,  Washington,  to  South  Tacoma, 
Washington,  including  the  use  of  the  passenger  sta¬ 
tion  and  appurtenances  of  the  Northern  Pacific  Rail¬ 
way  Company  in  Tacoma,  Washington. 

2.  Contract  between  Northern  Pacific  Railway 
Company  and  the  Railway  Company,  dated  July  1, 
1909,  for  a  period  of  999  years  from  June  19,  1910, 
for  the  use  by  the  Railway  Company  of  the  railway 
and  facilities  of  the  Northern  Pacific  Raihvay  Com¬ 
pany  from  Vancouver,  Washington,  to  South  Ta¬ 
coma,  Washington. 

3.  Contract  between  Northern  Pacific  Railway 
Company  and  the  Raihvay  Company,  dated  August 

II,  1913,  and  contract  supplemental  thereto  dated 
February  23,  1914,  for  the  use  by  the  Railway  Com¬ 
pany,  for  a  period  of  999  years,  of  the  railway  and 
facilities  of  the  Northern  Pacific  Railway  Company 
from  Sidney,  Montana,  to  Newdon,  Montana. 

SEVENTH.  All  leases,  joint  facility  and  other  trackage 
contracts,  rights  and  privileges,  and  amendments,  renewals 
and  extensions  thereof,  whether  the  same  or  any  thereof 
be  held  by  the  Railway  Company  or  hereafter  acquired  by 
it  for  use  upon  or  in  connection  with  or  belonging  or  apper¬ 
taining  to  any  of  the  aforesaid  lines  of  railroad  or  exten¬ 
sions  or  branches  or  other  properties  now  or  at  any  time 


37 


hereafter  subject  to  the  lien  of  this  indenture;  subject  only 
to  the  liens  thereof,  in  so  far  as  the  same  attach,  of  the 
aforesaid  mortgages  in  this  granting  clause  described. 

EIGHTH.  The  following  bonds,  which  hereby  are  Bonds  pledged, 
pledged  and  (except  as  hereinafter  specified)  delivered  to 
the  Trustee  hereunder: 

1.  $11,502,000,  face  amount,  of  the  Montana  Ex¬ 
tension  Four  Per  Cent.  Bonds  of  The  Saint  Paul, 
Minneapolis  and  Manitoba  Kailway  Company,  ma¬ 
turing  June  1,  1937,  secured  by  mortgage  to  the  Cen¬ 
tral  Trust  Company  of  New  York  (now  Centra] 

Union  Trust  Company  of  New  York),  as  Trustee, 
dated  June  1,  1887,  constituting  a  first  lien  on  the 
railways  above  described  under  headings  IV  and  V, 
paragraph  First,  of  the  granting  clause  of  this  inden¬ 
ture,  and  constituting  a  second  lien  on  the  railways 
above  described  under  heading  X,  paragraph  First,  of 
the  granting  clause  of  this  indenture;  subject,  how¬ 
ever,  (A)  to  the  pledge  and  delivery  thereof  under  the 
Pacific  Extension  Mortgage  of  The  Saint  Paul,  Min¬ 
neapolis  and  Manitoba  Railway  Company  to  Central 
Trust  Company  of  New  York  (now  Central  Union 
Trust  Company  of  New  York),  as  Trustee,  dated  July 
1,  1890,  securing  £6,000,000  four  per  cent,  bonds  ma¬ 
turing  July  1,  1910;  and  (B)  to  the  pledge  thereof 
under  the  hereinbefore  described  First  and  Refund¬ 
ing  Gold  Bond  Mortgage  of  the  Railway  Company. 

2.  $21,000,  face  amount,  of  the  First  Mortgage  Five 
Per  Cent.  Bonds  of  The  Willmar  and  Sioux  Falls 
Railway  Company,  maturing  June  1,  1938,  secured 


38 


by  mortgage  to  Central  Trust  Company  of  New 
York  (now  Central  Union  Trust  Company  of  New 
York),  as  Trustee,  dated  June  1,  1888,  constituting  a 
first  lien  on  the  railways  above  described  under  head¬ 
ing  IX,  paragraph  First,  of  the  granting  clause  of 
this  indenture,  subject,  however,  to  the  pledge  and 
delivery  thereof  under  the  hereinbefore  described 
First  and  Refunding  Gold  Bond  Mortgage  of  the 
Railway  Company. 

3.  $2,583,000,  face  amount,  of  the  First  Mortgage 
Six  Per  Cent.  Bonds  of  The  Spokane  Falls  and  North¬ 
ern  Railway  Company,  maturing  July  1,  1939,  se¬ 
cured  by  mortgage  to  Manhattan  Trust  Company  of 
New  York,  as  Trustee  (Bankers  Trust  Company,  of 
New  York,  now  successor  Trustee),  dated  July  1, 
1889,  constituting  a  first  lien  on  the  railways  above 
described  under  heading  XI,  paragraph  First,  of  the 
granting  clause  of  this  indenture,  subject,  however, 
to  the  pledge  and  delivery  thereof  under  the  herein¬ 
before  described  First  and  Refunding  Gold  Bond 
Mortgage  of  the  Railway  Company. 

4.  $36,332,000,  face  amount,  of  the  First  and 
Refunding  Four  and  One-Quarter  Per  Cent.  Gold 
Bonds  of  the  Railway  Company,  maturing  July  1, 
1961,  secured  by  the  hereinbefore  described  First  and 
Refunding  Gold  Bond  Mortgage  of  the  Railway  Com¬ 
pany,  constituting  a  first  lien  on  the  railways  above 
described  under  heading  II  of  paragraph  First  of  the 
granting  clause  of  this  indenture,  subject  (1)  as  to 
$24,200,000,  face  amount,  of  said  bonds  to  the  pledge 


39 


and  delivery  thereof  to  the  Secretary  of  the  Treasury 
of  the  United  States  to  secure  a  loan  of  $17,910,000 
to  the  Railway  Company  under  Section  210  of  the 
Transportation  Act  of  1920,  and  (2)  to  the  right  of 
the  Railway  Company  to  receive,  under  and  pursuant 
to  Section  4  of  Article  Three  of  this  indenture,  a  like 
principal  amount  of  General  Mortgage  bonds  in  ex¬ 
change  for  the  $24,200,000,  face  amount,  of  said  First 
and  Refunding  Gold  Bonds  now  pledged  to  the  Sec¬ 
retary  of  the  Treasury  of  the  United  States,  upon 
depositing  the  same,  uncancelled,  with  the  Trustee. 

5.  £145,900,  face  amount,  of  the  Pacific  Extension 
Four  Per  Cent.  Bonds  of  The  Saint  Paul,  Min¬ 
neapolis  and  Manitoba  Railway  Company,  maturing 
July  1,  1940,  secured  by  mortgage  to  Central  Trust 
Company  of  New  York  (now  Central  Union  Trust 
Company  of  New  York),  as  Trustee,  dated  July  1, 
1890,  constituting  a  first  lien  on  the  railways  above 
described  under  heading  VI  of  paragraph  First  of 
the  granting  clause  of  this  indenture,  subject,  how¬ 
ever,  to  the  pledge  and  delivery  thereof  under  the 
hereinbefore  described  First  and  Refunding  Gold 
Bond  Mortgage  of  the  Railway  Company. 

NINTH.  The  following  shares  of  capital  stock,  which 
hereby  are  pledged  and  (except  as  hereinafter  specified) 
delivered  to  the  Trustee  hereunder: 

1.  7,495  shares  of  the  capital  stock  of  the  Minne¬ 
apolis  Western  Railway  Company,  being  all  the 
issued  and  outstanding  shares  of  the  said  company, 
except  five  shares  held  by  directors;  said  company 


Shares  of  capital  stock 
pledged. 


40 


owning  railways  free  from  any  mortgage  or  out¬ 
standing  bonds,  having  a  total  mileage  of  1.69  miles; 
subject,  however,  to  the  pledge  and  delivery  of  said 
shares  of  capital  stock  under  the  hereinbefore  de¬ 
scribed  First  and  Refunding  Gold  Bond  Mortgage 
of  the  Railway  Company. 

2.  1,036  shares  of  the  capital  stock  of  the  St.  Paul 
Union  Depot  Company,  being  part  of  the  present 
total  issue  of  9,324  shares  of  the  capital  stock  of  said 
company;  subject,  however,  (A)  to  the  pledge  and  de¬ 
livery  of  the  said  shares  of  capital  stock  under  the 
trust  indenture  between  The  Saint  Paul,  Minneapolis 
and  Manitoba  Railway  Company  and  Central  Trust 
Company  of  New  York  (now  Central  Union  Trust 
Company  of  New  York),  dated  May  1,  1883,  securing 
the  Consolidated  Gold  Bonds  of  1883  of  The  Saint 
Paul,  Minneapolis  and  Manitoba  Railway  Company, 
and  (B)  to  the  pledge  of  said  shares  of  capital  stock 
under  the  hereinbefore  described  First  and  Refund¬ 
ing  Gold  Bond  Mortgage  of  the  Railway  Company. 

3.  70  shares  of  the  capital  stock  of  The  Minnesota 
Transfer  Railway  Company,  being  part  of  the  present 
total  issue  of  700  shares  of  the  capital  stock  of  said 
company;  subject,  however,  (A)  to  the  pledge  and  de¬ 
livery  of  the  said  shares  of  capital  stock  under  the 
trust  indenture  between  The  Saint  Paul,  Minneapolis 
and  Manitoba  Railway  Company  and  Central  Trust 
Company  of  New  York  (now  Central  Union  Trust 
Company  of  New  York),  dated  May  1,  1883,  securing 
the  Consolidated  Gold  Bonds  of  1883  of  The  Saint 


41 


Paul,  Minneapolis  and  Manitoba  Railway  Company, 
and  (B)  to  the  pledge  of  said  shares  of  capital  stock 
under  the  hereinbefore  described  First  and  Refund¬ 
ing  Gold  Bond  Mortgage  of  the  Railway  Company. 

4.  20,535  shares  of  the  capital  stock  of  the  Mani¬ 
toba  Great  Northern  Railway  Company,  being  all 
the  issued  and  outstanding  shares  of  said  company, 
except  125  shares  held  by  directors;  the  said  com¬ 
pany  owning  railways,  free  from  any  mortgage  or 
outstanding  bonds,  having  a  total  mileage  of  91.92 
miles ;  subject,  however,  to  the  pledge  and  delivery  of 
said  shares  of  capital  stock  under  the  hereinbefore 
described  First  and  Refunding  Gold  Bond  Mortgage 
of  the  Railway  Company. 

5.  21,360  shares  of  the  capital  stock  of  The  Bran¬ 
don,  Saskatchewan  &  Hudson's  Bay  Railway  Com¬ 
pany,  being  all  the  issued  and  outstanding  shares  of 
said  company,  except  140  shares  held  by  directors; 
the  said  company  owning  railways,  free  from  any 
mortgage  or  outstanding  bonds,  having  a  total  mile¬ 
age  of  69.45  miles;  subject,  however,  to  the  pledge 
and  delivery  of  said  shares  of  capital  stock  under  the 
hereinbefore  described  First  and  Refunding  Gold 
Bond  Mortgage  of  the  Railway  Company. 

6.  42,698  shares  of  the  capital  stock  of  the  Crow’s 
Nest  Southern  Railway  Company,  being  all  the  issued 
and  outstanding  shares  of  said  company,  except  252 
shares  held  by  directors  and  auditors;  the  said  com¬ 
pany  owning  railways,  free  from  any  mortgage  or 
outstanding  bonds,  having  a  total  mileage  of  74.18 


42 


miles;  subject,  however,  to  the  pledge  and  delivery  of 
said  shares  of  capital  stock  under  the  hereinbefore 
described  First  and  Refunding  Gold  Bond  Mortgage 
of  the  Railway  Company. 

7.  28,308  shares  of  the  capital  stock  of  The  Nelson 
and  Fort  Sheppard  Railway  Company,  being  all  the 
issued  and  outstanding  shares  of  said  company, 
except  100  shares  held  by  directors;  the  said  com¬ 
pany  owning  railways,  free  from  any  mortgage  or 
outstanding  bonds,  having  a  total  mileage  of  54.84 
miles;  subject,  however,  to  the  pledge  and  delivery  of 
said  shares  of  capital  stock  under  the  hereinbefore 
described  First  and  Refunding  Gold  Bond  Mortgage 
of  the  Railway  Company. 

8.  234,650  shares  of  the  capital  stock  of  Van¬ 
couver,  Victoria  and  Eastern  Railway  and  Naviga¬ 
tion  Company,  being  all  the  issued  and  outstanding 
shares  of  said  company,  except  350  shares  held 
by  directors;  the  said  company  owning  railways,  free 
from  any  mortgage  or  outstanding  bonds,  having  a 
total  mileage  of  240.05  miles;  subject,  however,  to 
the  pledge  and  delivery  of  said  shares  of  capital  stock 
under  the  hereinbefore  described  First  and  Refund¬ 
ing  Gold  Bond  Mortgage  of  the  Railway  Company. 

9.  6,500  shares  of  the  capital  stock  of  the  Bran¬ 
don,  Devils  Lake  &  Southern  Railway  Company, 
being  all  the  issued  and  outstanding  shares  of  said 
company,  except  5  shares  held  by  directors ;  the  said 
company  owning  railways,  free  from  any  mortgage 
or  outstanding  bonds,  having  a  total  mileage  of  43.05 


miles  ;  subject,  however,  to  the  pledge  and  delivery  of 
said  shares  of  capital  stock  under  the  hereinbefore 
described  First  and  Refunding  Gold  Bond  Mortgage 
of  the  Railway  Company. 

10.  1,678  shares  of  the  capital  stock  of  The  Lake 
Superior  Terminal  and  Transfer  Railway  Company 
of  the  State  of  Wisconsin,  being  one-third,  less  20 
shares  held  by  directors,  of  the  present  total  issue  of 
5,094  shares  of  capital  stock  of  the  said  company; 
subject,  however,  to  the  pledge  and  delivery  of  said 
shares  of  capital  stock  under  the  hereinbefore  de¬ 
scribed  First  and  Refunding  Gold  Bond  Mortgage  of 
the  Railway  Company. 

TENTH.  Subject  to  the  pledge  and  delivery  (subject, 
however,  to  the  pledge  and  delivery  of  the  shares  of  capital 
stock  of  the  St.  Paul  Union  Depot  Company  and  The  Min¬ 
nesota  Transfer  Railway  Company  under  the  mortgage  of 
The  Saint  Paul,  Minneapolis  and  Manitoba  Railway  Com¬ 
pany  described  in  heading  III  of  paragraph  First  of 
this  granting  clause),  under  the  hereinbefore  described 
First  and  Refunding  Gold  Bond  Mortgage  of  the  Railway 
Company,  as  thereby  required,  all  shares  of  the  capital 
stock  of  the  aforesaid  last-named  ten  companies,  and  of  any 
companies  successors  thereto,  which  the  Railway  Company 
now  owns,  except  qualifying  shares  held  by  directors,  or 
to  which  it  is  now  entitled  or  (subject  to  Section  7  of 
Article  Three  of  this  indenture)  which  hereafter  it  may 
acquire  or  to  which  hereafter  it  may  become  entitled. 

ELEVENTH.  Any  and  all  property  of  every  name  and 
nature,  including  stocks  and  bonds,  from  time  to  time,  here¬ 
after  by  delivery  or  by  indenture  supplemental  hereto  for 
the  purposes  hereof  conveyed,  mortgaged,  pledged,  assigned 


After-acquired  shares 
bf  capital  stock  pledged. 


Future  conveyances  to 
Trustee  mortgaged. 


44 


Habendum. 


Subject  to  liens,  etc., 
of  record. 


Reservation  of  right  to 
acquire  property  free  of 
mortgage  lien. 


or  transferred  by  the  Railway  Company,  or  by  any  one  in 
its  behalf,  to  the  Trustee,  who  hereby  is  authorized  to  re¬ 
ceive  any  property  at  any  and  all  times,  as  and  for  addi¬ 
tional  security,  and,  also,  when  and  as  hereinafter  provided, 
as  substituted  security,  for  the  payment  of  the  bonds  issued 
or  to  be  issued  hereunder,  and  to  hold  and  apply  any  and 
all  such  property  subject  to  the  terms  hereof. 

Go  baVC  ant)  to  bolt)  the  premises,  railways,  proper¬ 
ties,  real  or  personal,  rights,  franchises,  estates,  appurte¬ 
nances,  stocks  and  bonds  hereby  pledged,  conveyed  and 
assigned,  or  intended  to  be  pledged,  conveyed  or  assigned, 
unto  the  Trustee,  its  successor  or  successors  and  assigns 
forever ; 

Subject,  however,  as  to  the  properties  severally 
embraced  therein,  or  subject  thereto,  to  the  several  inden¬ 
tures  hereinbefore  mentioned,  and  to  all  other  existing 
rights,  liens,  charges  and  claims  of  record  upon  and 
against  the  railways,  properties  and  franchises  hereby 
pledged,  conveyed  and  assigned,  or  so  intended  to  be; 

Subject,  also,  to  the  condition  that  nothing  in  this 
indenture  is  intended  or  shall  be  construed  to  limit  the 
right  or  power  of  the  Railway  Company,  which  hereby  is 
expressly  reserved,  to  own  and  hold  or  in  any  manner 
acquire  free  from  the  lien  of  this  indenture  lines  of  rail¬ 
way,  branches,  extensions,  rolling  stock  and  equipment, 
stocks  or  bonds  or  any  other  property  whatsoever  or 
interest  therein  not  specified  or  included  in  the  granting 
clause  hereof ; 


45 


®Ut  111  3rU0t,  IRCVCrtbClCSS,  for  the  equal,  proper  Granted  i: 
and  proportionate  benefit  and  security,  severally  and 
respectively,  of  all  and  every  the  present  and  future 
holders  of  any  and  every  bond  issued  under  and  secured 
by  this  indenture,  as  well  all  those  presently  issued 
as  all  hereafter  issued  in  addition  thereto  or  by  way 
of  substitution  or  exchange,  in  accordance  with  the 
terms  of  this  indenture,  and  for  enforcing  the  payment 
thereof  when  payable,  in  accordance  with  the  true  intent 
and  meaning  of  the  stipulations  of  this  indenture  and  of 
the  said  bonds  and  interest  obligations  respectively,  with¬ 
out  preference,  priority  or  distinction,  as  to  lien  or  other¬ 
wise,  of  any  one  bond  over  any  other  bond,  by  reason  of 
priority  in  the  execution,  delivery  or  negotiation  thereof, 
and  so  that  each  and  every  bond,  issued  and  to  be  issued 
as  aforesaid,  shall  have  under  and  by  this  indenture,  the 
same  right,  lien  and  privilege  as  every  other  bond  of 
the  issue;  and  so  that  the  principal  and  interest  of  every 
such  bond  shall,  subject  to  the  terms  hereof,  be  secured 
hereby  equally  and  proportionately  with  every  other  such 
bond,  as  though  all  had  been  made,  executed,  delivered 
and  negotiated  simultaneously  with  the  execution  and 
delivery  of  this  indenture;  it  being  intended  that  the  lien 
and  security  of  all  such  bonds  shall  take  effect  from  the 
day  of  the  date  of  this  indenture,  without  regard  to 
the  date  of  actual  issue,  sale  or  disposition  thereof ;  and 
so  that  the  lien  and  security  of  this  indenture,  and  of 
all  bonds  issued  hereunder,  shall  take  effect  from  the 
day  of  the  date  hereof,  as  though  upon  such  day  all  such 
bonds  actually  had  been  issued,  sold,  and  delivered  to, 
and  were  then  in  the  hands  of,  innocent  holders  for  value. 


trust. 


46 


Limitations  on  the  amount 
and  issuance  of  bonds. 


And  hereby  it  is  expressly  covenanted  that  all  such 
bonds,  and  the  coupons  for  interest  thereon,  are  to  be 
issued,  authenticated,  delivered,  received  and  negotiated, 
and  that  the  mortgaged  and  pledged  properties  and  fran¬ 
chises  are  to  be  held  by  the  Trustee,  subject  to  the  follow¬ 
ing  further  covenants,  conditions  and  provisions,  viz: 


ARTICLE  ONE. 

Limitations  on  the  Amount  and  Issuance  of  Bonds. 

Section  1.  The  authorized  issue  of  bonds  under  this 
indenture  is  limited  so  that  the  amount  thereof  at  any 
one  time  outstanding,  together  with  all  other  then  out¬ 
standing  prior  debt  of  the  Railway  Company,  after 
deducting  therefrom  the  amount  of  all  bonds  reserved 
under  the  provisions  of  this  indenture  to  retire  prior 
debt  at  or  before  maturity,  shall  never  exceed  three  times 
the  par  value  of  the  then  outstanding,  fully  paid  capital 
stock  of  the  Railway  Company  or  of  a  successor  corpo¬ 
ration. 

Whenever  hereafter  the  amount  of  such  fully  paid  cap¬ 
ital  stock  outstanding  shall  be  increased,  thereupon  the 
limit  of  the  authorized  issue  of  bonds  hereunder  shall  be 
increased  to  an  amount  which,  together  with  all  then  out¬ 
standing  prior  debt  of  the  Railway  Company,  after  de¬ 
ducting  therefrom  the  amount  of  all  bonds  then  reserved 
under  the  provisions  of  this  indenture  to  retire  prior  debt 
at  or  before  maturity,  shall  be  equal  to  three  times  the 
amount  of  such  outstanding,  fully  paid  capital  stock  as 
increased. 


47 


In  determining  at  any  time  and  from  time  to  time  the  Prior  debt  defined, 
limit  of  the  authorized  issue  of  bonds  hereunder,  the  prior 
debt  so  to  be  added  is  that  which  at  the  time  may  re¬ 
main  unpaid  on  the  principal  of  the  bonds  specified  in 
Section  1  of  Article  Three  of  this  indenture,  and  of  the 
bonds  which  hereafter  shall  be  included  in  prior  debt 
under  Sections  2  and  3  of  said  Article  Three  (but  not 
including  any  of  either  class  of  said  bonds  deposited  with 
and  held  by  the  Trustee  as  provided  in  Section  4  of  said 
Article  Three),  and  the  reserved  bonds  to  be  deducted  are 
the  bonds  issuable  under  this  indenture  and  then  reserved 
for  the  purpose  of  refunding  prior  debt  as  provided  in 
said  Article  Three.  The  term  “prior  debt”,  wherever  used 
in  this  indenture,  means  the  aggregate  bonded  indebted¬ 
ness  ascertained  and  determined  in  accordance  with  this 
paragraph  of  this  Section  1  of  Article  One  of  this  inden¬ 
ture. 

Sec.  2.  Bonds  shall  not  be  issued  hereunder  or  depos-  poor  debt  of  acquired 

properties. 

ited  cash  (as  hereinafter  in  Section  7  of  Article  Three 
defined)  paid  out  in  the  acquisition  of  property  subject 
to  a  prior  mortgage  or  other  lien,  nor  shall  railways  or 
real  property  subject  to  a  prior  mortgage  or  other  lien 
he  acquired  and  subjected  to  the  lien  of  this  indenture, 
unless  in  either  case  sufficient  bonds  hereunder  shall  be 
available  within  the  limitations  provided  in  this  Article 
to  be  reserved  and  shall  be  reserved  to  retire  such  prior 
debt  at  maturity. 

Sec.  3.  Bonds  shall  not  be  issued  hereunder  in  respect 
of  the  acquisition  of  the  shares  of  the  capital  stock  of  any 


48 


Limitations  on  the  amount 
and  issuance  of  bonds  on 
account  of  the  acquisition 
of  shares  of  capital  stock 
and/or  debenture  bonds. 


Execution  and  authenti¬ 
cation. 


Issuable  in  series. 


company  or  companies,  or  unsecured  bonds  or  obligations 
of  any  company  or  companies,  under  the  provisions 
of  paragraphs  (c)  and/or  ( g )  of  Section  7  of  Article 
Three  of  this  indenture  to  a  face  amount  which, 
when  added  to  the  total  amount,  if  any,  of  “deposited 
cash”  (as  hereinafter  defined)  paid  by  the  Trustee  in 
respect  of  such  acquisition,  shall  exceed  one-third  of  the 
total  face  amount  of  bonds  outstanding  hereunder  follow¬ 
ing  such  acquisition. 

ARTICLE  TWO. 

Form,  Execution,  Delivery,  Registry  and  Exchange 

of  Bonds. 

Section  1.  From  time  to  time,  the  General  Mortgage 
Gold  bonds  (which  hereinafter  are  sometimes  termed 
General  Mortgage  bonds)  shall  be  executed  in  the  name 
and  on  behalf  of  the  Railway  Company,  and  under  its 
corporate  seal,  by  the  President  or  any  Vice-President 
and  the  Secretary  or  any  Assistant  Secretary,  of  the  Rail¬ 
way  Company,  and  shall  be  delivered  to  the  Trustee  for 
authentication  by  it,  and,  thereupon,  as  provided  in 
Article  Three  hereof  and  not  otherwise,  the  Trustee  shall 
authenticate  and  deliver  the  same.  At  the  option  of  the 
Railway  Company,  from  time  to  time,  any  such  bonds 
ma3r  be  executed,  authenticated  and  delivered  originally 
either  as  coupon  bonds  or  as  registered  bonds. 

The  General  Mortgage  bonds  shall  be  issued  in 
series,  and  the  bonds  of  each  series  shall  be  distinctively 
designated  as  prescribed  by  resolution  of  the  Board  of 
Directors,  or  the  Executive  Committee  of  the  Board  of  Di- 


49 


rectors,  of  the  Railway  Company.  In  authorizing  the 
issue  of  any  series  the  Board  of  Directors,  or  the  Execu¬ 
tive  Committee  of  the  Board  of  Directors,  of  the  Railway 
Company  shall  determine  (1)  the  date  of  maturity  of 
such  series,  which  date  shall  be  not  earlier  than  July  1, 
1936,  nor  later  than  July  1,  2121,  (2)  the  rate  of  interest 
(which  shall  be  the  same  for  all  bonds  of  the  same  series 
and  shall  be  payable  semi-annually  on  the  first  day  of 
January  and  the  first  day  of  July  in  each  year)  to  be 
borne  by  the  bonds  of  such  series,  (3)  whether  or 
not  the  bonds  of  such  series  at  the  election  of  the  Railway 
Company  shall  be  redeemable,  in  whole  or  in  part,  before 
maturity,  and  if  redeemable,  the  time  within  which,  and 
the  terms  and  conditions  upon  which,  such  series,  or  any 
part  thereof,  may  be  redeemed,  (4)  whether  (and  if  so  to 
what  extent)  or  not  the  bonds  of  such  series  and  the 
interest  payable  thereon  shall  be  payable  without  de¬ 
duction  for  any  tax  or  taxes  which  the  Railway  Com¬ 
pany  may  be  required  to  pay  thereon,  or  to  retain 
therefrom,  under  any  law  of  the  United  States  of  America, 
or  of  any  state,  or  of  any  county  or  municipality 
therein,  (5)  whether  or  not  the  bonds 'of  such  series  shall 
be  convertible  into  shares  of  the  capital  stock  of  the  Rail¬ 
way  Company,  and  if  convertible,  the  extent  to,  the  terms 
and  conditions  upon,  and  the  character  of  the  stock  into, 
which  the  same  are  convertible,  and  (6)  whether  or  not  the 
Railway  Company  shall  provide  a  sinking  fund  for  the 
redemption  or  payment  of  said  series  of  bonds,  or  any 
part  thereof;  all  and  singular  of  which  time,  terms  and 
conditions  shall  be  appropriately  expressed  in  or,  as  the 
case  may  be,  omitted  from  the  bonds  of  such  series. 


50 


Execution  by  former 
officers. 


Authentication  of  coupons. 


Authentication  requisite 
for  validity. 


Matured  coupons  cancelled 
before  authentication  of 
bond. 


In  case  the  officers  who  shall  have  signed  and  sealed  any 
such  bonds  shall  cease  to  be  such  officers  of  the  Railway 
Company  before  the  bonds  so  signed  and  sealed  shall  have 
been  actually  authenticated  and  delivered  by  the  Trustee, 
such  bonds  nevertheless  may  be  adopted  by  the  Railway 
Company  and  be  issued,  authenticated  and  delivered  as 
though  the  persons  who  signed  and  sealed  such  bonds  had 
not  ceased  to  be  officers  of  the  Railway  Company.  The 
coupons  to  be  attached  to  such  bonds  shall  be  authenti¬ 
cated  by  the  facsimile  signature  of  the  present  Treasurer, 
or  an  Assistant  Treasurer,  or  of  any  future  Treasurer,  or 
Assistant  Treasurer,  of  the  Railway  Company,  and  the 
Railway  Company  may  adopt  and  use  for  such  purpose 
the  facsimile  signature  of  any  person  who  shall  have  been 
such  Treasurer,  or  Assistant  Treasurer,  notwithstanding 
the  fact,  that  he  may  have  ceased  to  be  such  Treasurer,  or 
Assistant  Treasurer,  at  the  time  when  such  bonds  shall  be 
actually  authenticated  and  delivered.  Only  such  bonds 
as  shall  bear  thereon  endorsed  an  authentication  sub¬ 
stantially  in  the  form  hereinbefore  recited,  executed  by 
the  Trustee,  shall  be  secured  by  this  indenture  or  entitled 
to  any  lien,  right  or  benefit  hereunder;  and  such  authen¬ 
tication  by  the  Trustee  upon  any  such  bond  shall  be 
conclusive  and  the  only  evidence  that  the  bond  so  authen¬ 
ticated  has  been  duly  issued  hereunder  and  that  the 
holder  is  entitled  to  the  benefit  of  the  trust  hereby 
created.  Before  authenticating  or  delivering  any  coupon 
bond,  all  coupons  thereof  then  matured,  including  coupon 
No.  1  and  all  others  numbered  consecutively  upwards, 
shall  be  cut  off  and  cancelled  by  the  Trustee  and 
delivered  to  the  Railway  Company. 


51 


Sec.  2.  The  Railway  Company  will  keep  at  an  office  or  Registry  office, 
agency  to  be  maintained  by  it  in  the  Borough  of  Man¬ 
hattan  in  the  City  of  New  York,  or  at  some  bank  or  trust 
company  in  said  Borough,  a  sufficient  register  or  registers 
of  the  General  Mortgage  bonds,  which,  at  all  reasonable 
times,  shall  be  open  for  inspection  by  the  Trustee;  and, 
upon  presentation  for  such  purpose,  the  Railway  Com¬ 
pany,  under  such  reasonable  regulations  as  it  may  pre¬ 
scribe,  will  register  therein  any  General  Mortgage  bonds. 

The  holder  of  any  General  Mortgage  coupon  bond  may  Registrations  and  transfers, 
have  the  ownership  thereof  registered  on  said  books,  such 
registry  being  noted  on  the  bond,  after  which  no  transfer 
shall  be  valid  unless  made  on  said  books;  by  the  registered 
holder  in  person  or  by  his  attorney,  duly  authorized  in 
writing,  and  noted  on  the  bond;  but  the  same  may  be 
discharged  from  registry  by  being  transferred  in  like 
manner  to  bearer,  after  which  it  shall  be  transferable  by 
delivery ;  but  such  bond,  from  time  to  time,  again  may  be 
registered  or  transferred  to  bearer  as  before.  Such  regis¬ 
tration  shall  not  affect  the  negotiability  of  the  coupons 
belonging  to  any  coupon  bond;  but  every  such  coupon 
shall  continue  to  pass  by  delivery  and  shall  remain 
payable  to  bearer. 

Sec.  3.  Coupon  bonds  shall  be  issued  in  denominations  coupon  bonds,  denomina¬ 
tions  and  exchanges. 

of  $1,000,  $500  and  $100  each.  The  serial  numbers  of  all 
bonds  shall,  in  the  case  of  $1,000  denomination,  be  im¬ 
mediately  preceded  by  the  prefix  letter  M,  in  the  case  of 
$500  denomination,  be  immediately  preceded  by  the  prefix 
letter  D,  and  in  the  case  of  $100  denomination,  be  imme¬ 
diately  preceded  by  the  prefix  letter  C.  Coupon  bonds  of 


52 


Reservation  of  coupon 
bonds  upon  issuance  of 
registered  bonds. 


Registered  bonds,  denomina¬ 
tions,  subdivisions,  transfers 
and  exchanges. 


tlie  smaller  denominations,  and  all  of  the  same  series,  may 
be  exchanged  for  a  coupon  bond  or  bonds  of  the  denomina¬ 
tion  of  $1,000  of  a  like  principal  amount  and  of  the  same 
said  series.  Whenever  any  such  coupon  bonds  of  the 
smaller  denominations,  and  all  of  the  same  series,  having 
thereto  attached  all  unmatured  coupons,  shall  be  sur¬ 
rendered  for  exchange  for  a  coupon  bond  or  bonds  of 
the  denomination  of  $1,000,  the  Railway  Company  shall 
issue  and  the  Trustee  shall  authenticate  and  deliver  in 
exchange  for  the  same,  in  like  principal  amount,  a  cou¬ 
pon  bond  or  bonds  of  the  denomination  of  $1,000,  which 
shall  have  thereto  attached  all  unmatured  coupons  and 
shall  be  of  the  same  said  series. 

Whenever  bonds  shall  be  issued  hereunder  as  registered 
bonds  without  coupons,  there  shall  be  reserved  by  the 
Railway  Company  unissued,  an  aggregate  principal 
amount  of  coupon  bonds  equal  to  the  aggregate  principal 
amount  of  the  registered  bonds  without  coupons  so  issued, 
and  the  serial  numbers  of  such  coupon  bonds  so  reserved, 
together  with  an  appropriate  statement  with  respect  to 
such  reservations,  shall  be  endorsed  upon  the  issued  regis¬ 
tered  bonds  without  coupons. 

The  registered  bonds  may  be  of  the  denomination  of 
$1,000  or  of  such  multiples  thereof  as  the  Board  of  Direct¬ 
ors,  or  Executive  Committee  of  the  Board  of  Directors, 
of  the  Railway  Company,  by  resolution  from  time  to  time, 
may  authorize,  and  the  bonds  of  each  such  separate 
denomination,  as  issued,  shall  be  numbered  in  such 
manner  as  the  Railway  Company,  with  the  approval 
of  the  Trustee,  may  prescribe.  The  registered  bonds  shall 
respectively  be  dated  the  day  of  issue,  and  shall  bear  in- 


53 


terest  from  the  date  thereof  if  the  same  be  an  interest 
date,  and  if  the  date  thereof  be  not  an  interest  date, 
said  registered  bond  shall  bear  interest  from  the  last  pre¬ 
ceding  interest  date.  A  registered  bond  of  a  denomina¬ 
tion  larger  than  $1,000  may  be  subdivided  into  registered 
bonds  of  a  denomination  not  less  than  $1,000.  When¬ 
ever  a  registered  bond  shall  be  surrendered  for  trans¬ 
fer  or  subdivision,  the  Railway  Company  shall  issue 
and  the  Trustee  shall  authenticate  and  deliver,  upon 
surrender  and  cancellation  of  the  bond  or  bonds  trans¬ 
ferred  or  subdivided,  a  like  principal  amount  of  new 
registered  bonds  of  a  denomination  not  less  than  $1,000, 
of  the  same  series  as  the  bonds  so  surrendered  and  can¬ 
celled.  The  holder  of  any  registered  bond  may  also 
exchange  such  bond,  upon  surrender  and  cancellation 
thereof,  for  coupon  bonds  of  the  denomination  of  $1,000 
of  a  like  principal  amount,  having  thereto  attached  all 
unmatured  coupons,  of  the  same  series  as  the  registered 
bond  so  surrendered  and  cancelled.  Whenever  any  coupon 
bond  or  bonds  of  the  denomination  of  $1,000,  together 
with  all  unmatured  coupons  thereto  belonging,  shall  be 
surrendered  for  exchange  for  registered  bonds,  the  Rail¬ 
way  Company  shall  issue  and  the  Trustee  shall  authen¬ 
ticate  and  deliver,  in  exchange  for  such  coupon  bond  or 
bonds,  a  like  principal  amount  of  registered  bonds  of  the 
same  series  as  the  coupon  bond  or  bonds  exchanged.  For 
any  exchange  of  coupon  bonds  for  coupon  bonds  of  another 
denomination,  or  of  coupon  bonds  for  registered  bonds,  or 
of  registered  bonds  for  coupon  bonds,  and  for  any  trans¬ 
fer,  consolidation  or  subdivision  of  registered  bonds  with¬ 
out  coupons,  the  Railway  Company,  at  its  option,  may 
require  the  payment  of  a  sum  sufficient  to  reimburse 


Charge  for  exchanges  or 
transfers. 


54 


Registered  holder  to  be 
deemed  owner. 


Bearer  of  coupon  bond 
or  interest  coupon  to  be 
deemed  owner. 


Temporary  bonds. 


itself  for  any  stamp  tax  or  other  governmental  charge 
or  other  expense  connected  therewith,  and  also  of  the 
further  sum  of  $1.00  for  each  new  bond  issued  upon  such 
exchange  or  transfer. 

Sec.  4.  As  to  all  registered  bonds  and  all  coupon  bonds 
registered  as  to  principal,  the  person  in  whose  name  the 
same  shall  be  registered  shall  be  deemed  and  regarded  as 
the  owner  thereof,  for  all  purposes  of  this  indenture, 
and  thereafter,  when  so  registered,  payment  of  or 
on  account  of  the  principal  of  such  bond,  if  it 
be  a  registered  coupon  bond,  and  of  the  principal 
and  interest,  if  it  be  a  registered  bond  without  coupons, 
shall  be  made  only  to  or  upon  the  order  in  writing 
of  such  registered  holder  thereof,  but  such  registration 
may  be  changed  as  above  provided.  All  such  payments 
shall  be  valid  and  effectual  to  satisfy  and  discharge  the 
liability  upon  such  bonds  to  the  extent  of  the  sum  or 
sums  so  paid.  The  Railway  Company  and  the  Trustee 
may  deem  and  treat  the  bearer  of  any  coupon  bond,  which 
shall  not  at  the  time  be  registered  as  to  principal,  and 
the  bearer  of  any  coupon  for  interest  on  such  bond, 
whether  such  bond  shall  be  registered  or  not,  as  the 
absolute  owner  of  such  bond  or  coupon  for  the  purpose  of 
receiving  payment  thereof,  and  for  all  other  purposes 
whatsoever,  and  the  Railway  Company  and  the  Trustee 
shall  not  be  affected  by  any  notice  to  the  contrary. 

Sec.  5.  Until  the  General  Mortgage  bonds  can  be 
engraved  and  printed,  the  Railway  Company  may  execute 
and  deliver  temporary  bonds,  coupon  or  registered,  of  any 
denomination  or  denominations,  which  may  be  printed  or 


55 


lithographed  and  substantially  of  the  tenor  (subject  to 
appropriate  variations,  insertions  and  omissions  as  to  dif¬ 
ferent  series  and  otherwise)  of  the  bonds  hereinbefore 
recited.  Temporary  bonds  may  be  with  or  without  cou¬ 
pons.  All  such  temporary  bonds  shall  bear  upon  their  face 

the  words :  “Temporary  General  Mortgage . % 

Gold  Bond,  Series . ,  Exchangeable  for  a  like  face 

amount  of  Engraved  Bonds'’,  and  shall  be  duly  authenti¬ 
cated  by  the  Trustee  in  the  same  manner  as  the  bonds 
hereinbefore  described,  and  such  authentication  shall  be 
conclusive  and  the  only  evidence  that  the  bond  so  authenti¬ 
cated  has  been  duly  issued  hereunder,  and  that  the  holder 
is  entitled  to  the  benefit  of  the  trust  hereby  created.  Such 
temporary  bonds,  duly  issued  and  authenticated  here¬ 
under,  upon  surrender  and  cancellation  thereof,  shall  be 
exchangeable  for  engraved  bonds  of  the  same  series  to 
be  issued  hereunder.  Until  so  exchanged,  such  tempo¬ 
rary  bonds,  in  all  respects,  shall  be  entitled  to  the  lien 
and  security  of  this  indenture  as  bonds  issued  and 
authenticated  hereunder;  and  interest,  when  and  as  pay¬ 
able,  shall  be  paid  and  the  payment  thereof  (except  in 
the  case  of  coupon  bonds)  noted  thereon.  On  request 
of  the  Railway  Company  such  bonds  may  be  authenti¬ 
cated  and  delivered  in  advance  of  the  recording  or  filing 
of  this  indenture,  and  prior  to  the  delivery  to  the  Trustee 
of  any  bonds  or  shares  of  the  capital  stock  of  any  com¬ 
pany  pledged  under  this  indenture. 

Sec.  6.  In  case  any  coupon  bond  issued  under  this 
indenture  or  the  coupons  thereto  appertaining,  or  any 
registered  bond  without  coupons,  shall  become  mutilated 
or  be  destroyed  or  lost,  the  Railway  Company,  in  its 


Mutilated,  lost  or 
destroyed  bonds. 


56 


Cancellation  of  surrendered 
bonds  and  coupons. 


Rights  limited  to  parties 
and  privies. 


discretion,  may  issue,  and  thereupon  the  Trustee  shall 
authenticate  and  deliver,  a  new  bond  of  like  tenor  and 
date,  bearing  the  same  serial  number,  in  exchange  and 
substitution  for  and  upon  cancellation  of  the  mutilated 
coupon  bond  and  its  coupons,  or  the  mutilated  registered 
bond,  or  in  lieu  of  and  substitution  for  the  coupon  bond 
and  its  coupons  or  the  registered  bond  so  destroyed  or 
lost.  The  applicant  for  such  substituted  bond  shall  fur¬ 
nish  to  the  Railway  Company  and  the  Trustee  evidence 
of  the  destruction  or  loss  of  such  coupon  bond  and  its 
coupons,  or  of  such  registered  bond  so  destroyed  or  lost, 
which  evidence  shall  be  satisfactory  to  the  Railway  Com¬ 
pany  and  the  Trustee  respectively  in  their  discretion ;  and 
said  applicant  also  shall  furnish  indemnity  satisfactory 
to  both  of  them  in  their  discretion. 

Sec.  7.  In  every  case  of  the  surrender  of  a  General 
Mortgage  bond,  or  bonds,  for  the  purpose  of  exchange, 
transfer  or  subdivision,  the  Trustee,  forthwith,  shall 
cancel  such  surrendered  bond  or  bonds  and  coupons,  and 
deliver  the  same  to  the  Railway  Company  or  upon  its 
written  order. 

Sec.  8.  Nothing  in  this  indenture,  or  in  the  bonds  is¬ 
sued  hereunder,  expressed  or  implied,  is  intended  or  shall 
be  construed  to  give  to  any  person  or  corporation,  other 
than  the  parties  hereto  and  the  holders  of  bonds  issued 
under  or  secured  by  this  indenture,  any  legal  or  equitable 
light,  remedy  or  claim  under  or  in  respect  of  this  inden¬ 
ture  or  under  any  covenant,  condition  or  provision  herein 
contained;  all  the  covenants,  conditions  and  provisions 
hereof  being  intended  to  be  and  being  for  the  sole  and 


57 


exclusive  benefit  of  the  parties  hereto  aiul  of  the  holders 
of  such  bonds. 

Sec.  9.  Whenever  requesting  the  authentication  of  any 
bonds  hereunder  the  Kailway  Company  (besides  comply¬ 
ing  with  other  requirements  of  this  indenture)  shall 
cause  to  be  delivered  to  the  Trustee  certified  copy  of  a 
resolution  duly  adopted  by  the  Board  of  Directors,  or  the 
Executive  Committee  of  the  Board  of  Directors,  of  the 
Railway  Company,  (1)  setting  forth  (a)  the  aggregate 
amount  of  bonds  issued  hereunder  at  the  time  outstand¬ 
ing,  (b)  the  then  amount  of  prior  debt  of  the  Railway 
Company  as  defined  in  Section  1  of  Article  One  hereof, 
(c)  the  amount  of  bonds  then  reserved  to  retire  such 
prior  debt,  and  ( d )  the  amount  of  fully  paid  capital  stock 
of  the  Railway  Company  then  outstanding;  and  (2) 
calling  for  the  authentication  and  delivery  of  a  certain 
amount  of  bonds,  specifying  the  issue,  the  section  or  sec¬ 
tions  of  Article  Three  of  this  indenture  under  which  the 
same  are  to  be  issued,  the  series,  date  of  maturity, 
denominations,  rate  of  interest,  tax  exemption,  if  any, 
conversion  privilege  and  terms  thereof,  if  convertible, 
terms  and  date  of  optional  redemption,  if  redeemable, 
and,  if  a  new  series,  the  form  of  the  bonds  the  authenti¬ 
cation  of  which  is  requested,  and  the  bonds  authenticated 
shall  conform  to  such  specifications. 

Except  in  exchange  for  like  principal  amounts  at  the 
lime  outstanding  under  this  indenture,  the  Trustee  shall 
not  in  any  case  authenticate  any  bond  hereunder  unless 
iliere  shall  have  been  filed  with  it  (1)  an  opinion  of 
counsel  (who  may  be  of  counsel  for  the  Railway  Com¬ 
pany)  to  the  effect  that  except  as  therein  shall  be  speci- 


Papers  to  be  furnished 
when  requesting  authenti¬ 
cation  of  bonds. 


58 


$166,984,000  of  bonds 
reserved  to  refund  prior 
debt. 


fieri  no  authorization  of  the  issue  of  such  bonds  at  the 
time  is  required  by  law  to  be  given  by  any  public  service 
commission,  railroad  commission  or  other  governmental 
body,  and  (2)  copy,  authenticated  in  such  manner  as 
may  be  satisfactory  to  the  Trustee,  of  any  order  or  cer¬ 
tificate  specified  in  such  opinion  authorizing  such  issue 
of  bonds  and  made  or  given  by  any  governmental  body 
so  specified. 


ARTICLE  THREE. 

Issue  of  Bonds. 

All  bonds  to  be  issued  hereunder  shall  be  issued  by 
the  Railway  Company  and  authenticated  and  delivered 
by  the  Trustee  as  in  this  indenture  provided  to  the 
amount  and  for  one  or  more  of  the  purposes  specified  in 
this  Article. 

Section  1.  $166,984,000  face  amount  of  bonds  issuable 
hereunder  shall  be  and  hereby  are  reserved  for  issue 
from  time  to  time  for  the  purpose  of  exchanging,  re¬ 
deeming,  purchasing,  retiring,  refunding  or  paying  be¬ 
fore,  at  or  after  maturity  the  following  bonds  (consti¬ 
tuting  prior  debt)  of  the  Railway  Company,  the  Railway 
Company  having  assumed  and  agreed  to  pay  the  bonds  in 
paragraphs  (6)  to  (i)  inclusive: 

(a)  $59, SOS, 000  First  and  Refunding  Mortgage 
Gold  bonds  of  the  Railway  Company,  being  the 
same  outstanding  bonds  more  particularly  described 
under  heading  II  of  the  granting  clause  of  this  in¬ 
denture  ; 

(b)  $42,193,000  The  Saint  Paul,  Minneapolis  and 
Manitoba  Railway  Company  Consolidated  Mortgage 


59 


bonds,  being  the  same  outstanding  bonds  more  par¬ 
ticularly  described  under  heading  III  of  the  granting 
clause  of  this  indenture ; 

(c)  |10,185,000  The  Saint  Paul,  Minneapolis  and 
Manitoba  Railway  Company  Montana  Extension 
bonds,  being  the  same  outstanding  bonds  more  par¬ 
ticularly  described  under  heading  IV  of  the  granting 
clause  of  this  indenture; 

(d)  |28,384,000  (£5,854,100  on  the  basis  of  49.5 
pence  per  dollar)  The  Saint  Paul,  Minneapolis  and 
Manitoba  Railway  Company  Pacific  Extension  bonds, 
being  the  same  outstanding  bonds  more  particularly 
described  under  heading  V  of  the  granting  clause  of 
this  indenture; 

(c)  $9,700,000  Eastern  Railway  Company  of  Min¬ 
nesota  Northern  Division  bonds,  being  the  same  out¬ 
standing  bonds  more  particularly  described  under 
heading  VII  of  the  granting  clause  of  this  indenture ; 

(/)  $2,800,000  Minneapolis  Union  Railway  Com¬ 
pany  First  Mortgage  bonds,  being  the  same  outstand¬ 
ing  bonds  more  particularly  described  under  heading 
VIII  of  the  granting  clause  of  this  indenture; 

(g)  $3,625,000  The  Willmar  and  Sioux  Falls  Rail¬ 
way  Company  First  Mortgage  bonds,  being  the  same 
outstanding  bonds  more  particularly  described  under 
heading  IX  of  the  granting  clause  of  this  indenture; 

(h)  $10,000,000  The  Montana  Central  Railway 
Company  First  Mortgage  bonds,  being  the  same  out¬ 
standing  bonds  more  particularly  described  under 
heading  X  of  the  granting  clause  of  this  indenture; 


60 


Bonds  reserved  to  refund 
prior  debt  of  hereafter- 
acquired  railway  properties. 


Bonds  reserved  to  retire 
prior  debt  in  case  of 
consolidation. 


( i )  $229,000  The  Spokane  Falls  and  Northern 
Railway  Company  First  Mortgage  bonds,  being  the 
same  outstanding  bonds  more  particularly  described 
under  heading  XI  of  the  granting  clause  of  this 
indenture. 

Sec.  2.  General  Mortgage  bonds  from  time  to  time 
shall  be  reserved  hereunder  for  issue  from  time  to  time 
as  provided  in  this  Article  for  the  purpose  of  exchang¬ 
ing,  redeeming,  purchasing,  retiring,  refunding  or  pay¬ 
ing  before,  at  or  after  maturity  the  bonds  secured  by 
mortgages  prior  to  the  lien  of  this  indenture  upon  rail¬ 
roads  or  real  property  hereafter  conveyed  by  the  Rail¬ 
way  Company  to  the  Trustee  by  indenture  or  indentures 
supplemental  hereto  executed  as  provided  in  Article 
Eleven  hereof.  The  amount  of  bonds  so  to  be  re¬ 
served  shall  be  a  principal  amount  equal  to  the  prin¬ 
cipal  amount  remaining  unpaid  of  the  prior  debt  enum¬ 
erated  in  such  indenture  or  indentures.  Mortgages  which 
are  such  liens  upon  any  property  which  may  here¬ 
after  be  acquired  by  the  Railway  Company  and  be  con¬ 
veyed  to  the  Trustee  by  indenture  or  indentures  supple¬ 
mental  hereto,  as  aforesaid,  shall  be  specified  and  de¬ 
scribed  in  such  supplemental  indenture  or  indentures,  and 
the  principal  amount  of  the  bonds  secured  thereby  shall  be 
stated  therein,  and  thereafter  shall  be  regarded  as  form¬ 
ing  a  part  of  the  prior  debt  of  the  Railway  Company 
whenever  prior  debt  is  mentioned  in  this  indenture  or 
any  indenture  supplemental  hereto. 

Sec.  3.  General  Mortgage  bonds,  at  the  election  of  the 
Railway  Company,  to  be  expressed  by  resolution  of  its 


61 


Board  of  Directors,  or  Executive  Committee  of  its  Board 
of  Directors,  a  duly  certified  copy  of  which  shall  be 
delivered  to  the  Trustee,  may  be  reserved  hereunder  for 
issue,  from  time  to  time,  as  in  this  Article  provided,  for 
the  purpose  of  exchanging,  redeeming,  purchasing,  re¬ 
tiring,  refunding  or  paying  before,  at  or  after  maturity 
the  bonded  indebtedness  of  any  company  which  here¬ 
after  may  be  consolidated  with  or  merged  into,  or 
whose  railroad  property  shall  hereafter  he  acquired  by, 
the  Railway  Company,  although  such  bonded  indebt¬ 
edness  may  not  be  secured  by  mortgage ;  provided, 
however,  that  the  railroad  property  acquired  through 
consolidation,  merger  or  purchase  shall  be  conveyed  by 
the  Railway  Company  to  the  Trustee  by,  and  such  bonded 
indebtedness  shall  be  specified  and  the  amount  thereof 
stated  in,  an  indenture  or  indentures  supplemental  to 
this  indenture,  executed  as  provided  in  Article  Eleven 
hereof.  The  bonded  indebtedness  against  which  the  Rail¬ 
way  Company  shall  so  elect  to  reserve  General  Mortgage 
bonds,  and  which  shall  be  so  specified,  and  the  amount 
thereof  stated  in  any  supplemental  indenture,  shall  he 
regarded  as  forming  a  portion  of  the  prior  debt  of  the 
Railway  Company,  whenever  prior  debt  is  mentioned  in 
this  indenture  or  any  indenture  or  indentures  supple¬ 
mental  hereto. 

Sec.  4.  Whenever,  from  time  to  time,  the  Railway  Com¬ 
pany  shall  tender  or  cause  to  be  tendered  to,  and  shall 
deposit,  or  cause  to  be  deposited  with,  the  Trustee,  either 
in  bearer  form  or  accompanied  by  proper  instruments  of 
assignment  and  transfer,  and  whether  before,  at  or  after 
maturity  thereof,  and  whether  cancelled  or  uncancelled, 


Issuance  of  bonds  reserved 
to  refund  prior  debt. 


62 


Issuance  of  bonds  upon 
deposit  of  cash. 


any  of  the  bonds  (together  with  all  unmatured  coupons 
thereto  belonging)  forming  part  of  the  prior  debt  to 
retire  which  bonds  are  then  reserved  as  provided  in  this 
Article  Three,  the  Trustee,  in  exchange  for  bonds  received 
by  the  Trustee  upon  such  tender,  shall  authenticate  and 
deliver  to  the  Railway  Company,  or  upon  its  written 
order,  bonds  reserved  as  provided  in  this  Article  Three 
for  a  principal  amount  equal  to  the  principal  amount  of 
such  bonds  so  received  by  the  Trustee. 

At  any  time  or  times  at  or  after  the  maturity,  or  within 
twelve  months  before  such  maturity,  of  any  bonds  con¬ 
stituting  part  of  the  prior  debt  to  retire  which  bonds  are 
then  reserved  under  this  Article  Three,  the  Railway  Com¬ 
pany  may  sell  or  otherwise  dispose  of  the  bonds  reserved 
under  this  Article  Three  in  respect  of  such  matured  or 
maturing  bonds.  The  Trustee  shall  authenticate  and 
deliver  to  the  Railway  Company  or  upon  its  written  order, 
bonds  reserved  under  this  Article  Three  for  a  principal 
amount  not  exceeding  the  principal  amount  of  the  ma¬ 
tured  or  maturing  bonds  to  be  paid  or  purchased,  as  afore¬ 
said,  upon  the  deposit  with  the  Trustee  of  cash  in  ex¬ 
change  for  such  bonds  equal  to  the  principal  amount  of 
the  bonds  so  authenticated  and  delivered.  Upon  delivery 
to  the  Trustee  of  a  duly  certified  copy  of  a  resolution  of 
the  Board  of  Directors,  or  the  Executive  Committee  of 
the  Board  of  Directors,  of  the  Railway  Company,  request¬ 
ing  the  Trustee  to  authenticate  and  deliver  to  the  Railway 
Company  such  reserved  bonds  to  be  sold  or  disposed  of 
for  and  in  respect  of  the  payment  or  purchase  of  such 
matured  or  maturing  bonds,  and  specifying  such  bonds 
to  be  paid  or  purchased,  and  specifying  the  amount  of 
General  Mortgage  bonds  to  be  authenticated,  the  Trus- 


63 


tee  shall  authenticate  and  deliver  to  the  Railway  Com¬ 
pany,  or  upon  its  written  order,  bonds  reserved  under 
this  Article  Three  for  a  principal  amount  so  specified 
not  exceeding  the  principal  amount  of  the  matured 
or  maturing  bonds  to  be  paid  or  purchased  as  afore¬ 
said;  provided,  that  cash  equal  to  the  principal  amount 
of  the  bonds  so  authenticated  and  delivered  shall  simul¬ 
taneously  be  deposited  with  the  Trustee  in  exchange 
therefor.  On  the  written  order  of  the  Railway  Company, 
and  upon  delivery  to  the  Trustee  from  time  to  time  of 
maturing  or  matured  bonds  specified  in  the  resolution 
aforesaid  (other  than  bonds  in  exchange  for  which  the 
Trustee  shall  have  authenticated  and  delivered  bonds 
under  the  first  paragraph  of  this  Section  4),  either  in 
bearer  form  or  accompanied  by  proper  instruments  of 
assignment  and  transfer,  either  cancelled  or  uncancelled 
(together  with  all  unmatured  coupons,  if  any,  thereto 
belonging),  the  Trustee  out  of  the  cash  so  deposited 
with  it,  or  out  of  any  cash  held  by  the  Trustee  pursuant 
to  the  provisions  of  Section  7  of  Article  Three  of  this 
indenture  and  directed  by  the  Railway  Company  to  be 
applied  to  such  purpose,  shall  pay  to  the  Railway  Com¬ 
pany,  or  upon  its  written  order,  a  sum  equal  to  the  prin¬ 
cipal  amount  of  such  bonds  so  delivered  to  the  Trustee. 

Every  bond  constituting  part  of  the  prior  debt  which 
shall  be  deposited  with  the  Trustee,  whether  or  not  can¬ 
celled  when  delivered  to  the  Trustee,  shall  be  held  by  the 
Trustee  without  extinguishment  or  impairment  of  lien, 
as  additional  security  for  the  payment  of  the  bonds  issued 
and  to  be  issued  hereunder,  until  otherwise  disposed  of  as 
in  this  Article  Three  authorized  and  directed. 


Release  of  deposited  cash 
upon  deposit  of  maturing 
prior  debt  bonds. 


Prior  debt  bonds  deposited 
with  Trustee  to  be  held  as 
additional  security. 


64 


When  bonds  reserved  under 
Sections  1,  2  and  3  of  this 
Article  may  be  issued  under 
Section  7  of  this  Artic'e. 


$230,000,000  of  bonds  re¬ 
served  to  convert  or  refund 
N.  P.-G.  N.  Joint  6%% 
Bonds. 


$33,000,000  of  bonds 
forthwith  issuable. 


Whenever  am’  General  Mortgage  bonds  reserved  under 
Sections  1,  2  and  3  of  this  Article  Three  shall  be  found 
to  be  unnecessary  for  use  for  the  purposes  specified  in 
said  sections,  all  such  General  Mortgage  bonds,  if  any, 
remaining  unissued  under  Sections  1,  2  and  3,  or  any  of 
them,  of  this  Article  Three,  shall  become  and  be  subject 
to  issue,  and  shall  be  authenticated  by  the  Trustee  and 
delivered  to  the  Railway  Company,  for  the  purposes  and 
subject  to  the  restrictions  specified  in  Section  7  of  this 
Article,  in  addition  to  the  bonds  otherwise  issuable  under 
said  section. 

Sec.  5.  $230,000,000,  face  amount,  of  bonds  issuable 
hereunder  shall  be,  and  hereby  are,  reserved  for  issue 
from  time  to  time  as  in  this  Section  5  of  Article  Three 
provided,  and  not  otherwise. 

(a)  $140,000,000,  face  amount,  of  the  bonds  re¬ 
served  by  this  Section  5  of  Article  Three,  to  be 
designated  “General  Mortgage  7%  Gold  Bonds, 
Series  A”,  to  be  dated  July  1,  1921,  to  mature  July 
1,  193'G,  bearing  interest  at  the  rate  of  seven  per 
centum  per  annum,  payable  semi-annually,  not  re¬ 
deemable  before  maturity,  shall  be  and  hereby  are 
reserved  for  issue  as  follows: 

(1)  $33,000,000,  face  amount,  of  said  General 
Mortgage  7%  Gold  Bonds,  Series  A,  as  soon  as  may 
be  after  the  execution  of  this  indenture,  may  be 
executed  by  the  Railway  Company,  and  thereupon, 
without  any  further  action  on  the  part  of  the  Rail- 


65 


way  Company  other  than  compliance  with  the  re¬ 
quirements  of  Section  9  of  Article  Two  of  this  inden¬ 
ture,  shall  be  authenticated  by  the  Trustee  and  by  it 
shall  be  delivered  to  the  Railway  Company,  or  upon 
its  written  order. 

(2)  1107,000,000,  face  amount,  of  said  General  $107, 000,000  of  bonds  to 

T  I M  .  imi  j  be  issued  upon  conversion 

Mortgage  7%  Gold  Bonds,  Series  A,  shall  be,  and  of  n.  p.-g.  n.  Joint 

&  0  '  ’  ’  ’  61/2%  Bonds. 

hereby  are,  reserved  for  issue,  from  time  to  time,  for 
the  purpose  of  exchanging,  redeeming,  or  retiring 
upon  the  surrender  for  conversion,  in  accordance 
with  the  provisions  of  the  proposed  joint  indenture 
securing  the  same,  $107,000,000,  face  amount,  of 
Northern  Pacific-Great  Northern  Joint  15-Year  6V2 % 

Convertible  Gold  Bonds,  to  be  dated  July  1,  1921, 
to  mature  July  1, 1936,  and  to  be  secured  by  proposed 
joint  indenture,  to  be  dated  July  1,  1921,  between 
Northern  Pacific  Railway  Company  and  Great  North¬ 
ern  Railway  Company,  parties  of  the  first  part,  and 
The  First  National  Bank  of  the  City  of  New  York, 

Trustee,  party  of  the  second  part. 

Whenever,  from  time  to  time,  said  Northern 
Pacific-Great  Northern  Joint  15-Year  614%  Con¬ 
vertible  Gold  Bonds,  in  accordance  with  the  pro¬ 
visions  of  the  proposed  joint  indenture  securing  the 
same,  shall  be  surrendered  to  the  Trustee  under  said 
joint  indenture,  for  conversion  into  General  Mort¬ 
gage  7%  Gold  Bonds,  Series  A,  of  the  Railway  Com¬ 
pany,  and  the  Railway  Company  shall  tender,  or 
cause  to  be  tendered,  and  shall  pledge,  or  cause  to  be 
pledged,  to  the  Trustee,  shares  of  the  capital  stock  of 


66 


Release  of  deposited  cash 
upon  deposit  of  C.  B.  &  Q. 
stock. 


Issuance  of  bonds  not 
required  for  purpose  of 
conversion  of  N.  P.-G.  N. 
Joint  6^4%  Bonds. 


the  Chicago, Burlington  &  Quincy  Railroad  Company, 
or,  prior  to  July  1,  1921,  as  an  equivalent  for  and 
in  lieu  of  such  shares,  cash,  as  hereinafter  provided, 
and  shall  have  complied  with  the  requirements  of 
Section  9  of  Article  Two  of  this  indenture,  the  Trus¬ 
tee,  in  exchange  for  such  shares  of  capital  stock  or 
cash  received  by  the  Trustee,  upon  such  tender,  shall 
authenticate  and  deliver  to  the  Railway  Company, 
or  upon  its  written  order,  bonds  reserved  as  provided 
in  this  subparagraph  (2)  of  this  paragraph  (a)  of 
this  Section  5,  for  $100,  principal  amount,  for  each 
$77,  par  value,  of  stock  of  the  Chicago,  Burlington  & 
Quincy  Railroad  Company  (plus  a  pro  rata  propor¬ 
tion  of  any  increase  in  the  capital  stock  of  said  Com¬ 
pany  by  way  of  stock  dividend  subsequent  to  July  1, 
1921),  or  $100  cash,  so  tendered  and  pledged  to  the 
Trustee.  Any  cash  deposited  with  the  Trustee  as 
in  this  subparagraph  (2)  of  this  paragraph  (a)  of 
this  Section  5  provided,  shall  be  released,  upon  the 
written  order  of  the  Railway  Company,  upon  the 
tender  and  pledge  to  the  Trustee  of  the  shares  of 
capital  stock  of  the  Chicago,  Burlington  &  Quincy 
Railroad  Company  in  lieu  of  which  it  was  originally 
deposited. 

To  the  extent  that  said  General  Mortgage  7% 
Gold  Bonds,  Series  A,  described  in  subparagraph  (2) 
of  this  paragraph  (a)  of  this  Section  5  of  this  Article 
Three,  shall  be  found  to  be  unnecessary  for  the  pur¬ 
pose  of  exchanging  the  same  for  the  proposed  North¬ 
ern  Pacific-Great  Northern  Joint  15-Year  6V2 %  Con¬ 
vertible  Gold  Bonds  upon  the  surrender  thereof  for 


67 


conversion  under  said  proposed  indenture  securing 
the  same,  all  such  General  Mortgage  7%  Gold  Bonds, 

Series  A,  so  remaining  unissued  under  said  sub- 
paragraph  (2)  of  this  paragraph  (a)  of  this  Section 
5,  shall  become  and  be  subject  to  issue,  from  time  to 
time,  as  of  such  other  series  as  may  be  designated  by 
a  resolution  of  the  Board  of  Directors,  or  of  the 
Executive  Committee  of  the  Board  of  Directors,  of 
the  Railway  Company,  and  shall  be  authenticated 
by  the  Trustee  and  shall  be  delivered  to  the  Railway 
Company  for  (1)  the  purposes  and  subject  to  the 
restrictions  specified  in  paragraph  (6)  next  follow¬ 
ing  of  this  Section  of  this  Article  Three,  in  addition 
to  the  bonds  reserved  for  issue  thereunder,  or  (2) 
the  purposes  and  subject  to  the  restrictions  specified 
in  Section  7  of  this  Article  Three. 

(b)  The  remainder  of  the  bonds  issuable  under  Remainder  of  bonds 

issuable  under  this  Sec- 

tliis  Section  5  of  this  Article  Three  shall  be,  and  b°gn  Nj'pe.^eN.fjoinetfund" 
hereby  are,  reserved  for  issue,  from  time  to  time,  °  " %  Bonds- 
for  the  purpose  of  exchanging,  redeeming,  purchas¬ 
ing,  retiring,  refunding  or  paying  before,  at  or  after 
maturity,  the  said  Northern  Pacific-Great  Northern 
Joint  15-Year  6%%  Convertible  Gold  Bonds;  pro¬ 
vided,  however,  that  until  after  a  date  not  earlier  than 
twelve  months  prior  to  the  maturity  (by  lapse  of  time 
or  otherwise)  of  said  last  mentioned  bonds,  not  more 
than  $115,000,000  principal  amount  of  said  bonds 
shall  be  so  exchanged,  redeemed,  purchased,  retired, 
refunded  or  paid  by  the  use  of  bonds  issued  under 
this  indenture  or  the  proceeds  thereof. 


68 


Issuance  of  bonds  upon 
deposit  of  N.  P.-G.  N. 
Joint  61/2%  Bonds. 


Issuance  of  bonds  upon 
deposit  of  cash. 


Whenever  from  time  to  time  the  Railway  Company 
shall  tender  or  cause  to  lie  tendered  to,  and  shall 
deposit  or  cause  to  be  deposited  with,  the  Trustee, 
either  in  bearer  form,  or  accompanied  by  proper 
instruments  of  assignment  and  transfer,  and 
whether  before,  at  or  after  the  maturity  thereof,  and 
whether  cancelled  or  uncancelled,  any  of  said  North¬ 
ern  Pacific-Great  Northern  Joint  15-Year  6 y2 % 
Convertible  Gold  Bonds  (together  with  all  unma¬ 
tured  coupons,  if  any,  thereto  belonging),  and  shall 
have  complied  with  the  requirements  of  Section  9  of 
Article  Two  of  this  indenture,  the  Trustee,  in  ex¬ 
change  for  bonds  received  by  the  Trustee  upon  such 
tender,  shall  authenticate  and  deliver  to  the  Rail¬ 
way  Company,  or  upon  its  written  order,  bonds  re¬ 
served  as  provided  in  this  paragraph  (b)  of  this 
Section  5  of  this  Article  Three,  for  a  principal 
amount  equal  to  the  principal  amount  of  such  bonds 
so  received  by  the  Trustee. 

At  any  time  or  times  at  or  after  the  maturity,  or 
within  twelve  months  before  such  maturity,  of  said 
Northern  Pacific-Great  Northern  Joint  15-Year  6%% 
Convertible  Gold  Bonds,  the  Railway  Company  may 
sell  or  otherwise  dispose  of  the  bonds  reserved  under 
this  paragraph  ( b )  of  this  Section  5  of  this  Article 
Three  in  respect  of  such  matured  or  maturing  bonds. 
The  Trustee  shall  authenticate  and  deliver  to  the 
Railway  Companjq  or  upon  its  written  order,  bonds 
reserved  under  this  paragraph  (b)  of  this  Section  5 
of  this  Article  Three,  for  a  principal  amount  not 
exceeding  the  principal  amount  of  the  matured  or 


69 


maturing  bonds  to  be  paid  or  purchased,  as  aforesaid, 
upon  the  deposit  with  the  Trustee  of  cash  in  exchange 
for  such  bonds  equal  to  the  principal  amount  of  the 
bonds  so  authenticated  and  delivered.  Upon  delivery 
to  the  Trustee  of  a  duly  certified  copy  of  a  resolution 
of  the  Board  of  Directors,  or  the  Executive  Committee 
of  the  Board  of  Directors,  of  the  Railway  Company, 
requesting  the  Trustee  to  authenticate  and  deliver  to 
the  Railway  Company  such  reserved  bonds  to  be  sold 
or  disposed  of  for  and  in  respect  of  the  payment  or 
purchase  of  such  matured  or  maturing  bonds,  and 
specifying  such  bonds  to  be  paid  or  purchased,  and 
specifying  the  amount  of  General  Mortgage  bonds 
to  be  authenticated  (the  Railway  Company  having 
otherwise  complied  in  all  respects  with  Section  9 
of  Article  Two  of  this  indenture),  the  Trustee  shall 
authenticate  and  deliver  to  the  Railway  Company, 
or  upon  its  written  order,  bonds  reserved  under 
this  paragraph  (b)  of  this  Section  5  of  this  Article 
Three,  for  a  principal  amount  so  specified  not 
exceeding  the  principal  amount  of  the  matured  or 
maturing  bonds  to  be  paid  or  purchased  as  afore¬ 
said;  provided,  that  cash  equal  to  the  principal 
amount  of  the  bonds  so  authenticated  and  delivered 
shall  simultaneously  be  deposited  with  the  Trustee 
in  exchange  therefor.  Upon  the  written  order  of  the 
Railway  Company,  and  upon  delivery  to  the  Trustee 
from  time  to  time  of  maturing  or  matured  bonds 
specified  in  the  resolution  aforesaid  (other  than  bonds 
in  exchange  for  which  the  Trustee  shall  have  authen¬ 
ticated  and  delivered  bonds  under  the  last  above 


Release  of  deposited  cash 
upon  deposit  of  N.  P.-G.  N. 
Joint  6 y2%  Bonds. 


70 


preceding  paragraph  of  this  paragraph  (6)  of  this 
Section  5  of  Article  Three)  ,  either  in  bearer  form  or 
accompanied  by  proper  instruments  of  assignment 
and  transfer,  either  cancelled  or  uncancelled  (to¬ 
gether  with  all  unmatured  coupons,  if  any,  thereto 
belonging),  the  Trustee  out  of  the  cash  so  deposited 
with  it,  or  out  of  any  cash  held  by  the  Trustee  pur¬ 
suant  to  the  provisions  of  Section  7  of  Article  Three 
of  this  indenture,  and  directed  by  the  Railway  Com¬ 
pany  to  be  applied  to  such  purpose,  shall  pay  to  the 
Railway  Company,  or  upon  its  written  order,  a  sum 
equal  to1  the  principal  amount  of  such  bonds  so  deliv¬ 
ered  to  the  Trustee;  provided,  however,  that,  anything 
in  this  paragraph  (b)  of  this  Section  5  of  this  Article 
Three  to  the  contrary  notwithstanding,  no  bond  or 
cash  shall  be  delivered  or  paid  by  the  Trustee  as 
provided  in  this  paragraph  (b)  of  this  Section  5  of 
this  Article  Three,  upon  tender  to  it  of  any  Northern 
Pacific-Great  Northern  Joint  15-Year  6i/2%  Con¬ 
vertible  Gold  Bonds  which  shall  have  been  paid,  or 
otherwise  shall  have  ceased  to  be  entitled  to  the 
security  of  the  indenture  under  which  such  bonds 
shall  have  been  issued,  unless  and  until  the  Trustee 
shall  have  made  arrangements  sufficient  in  its  dis¬ 
cretion  to  enable  it  to  receive  in  exchange  for  each 
$100,  principal  amount,  of  such  General  Mortgage 
bonds  or  deposited  cash  delivered  in  respect  of  such 
Northern  Pacific-Great  Northern  Joint  15- Year  Qy2% 
Convertible  Gold  Bonds  so  tendered,  certificates 
(with  proper  instruments  of  assignment  and  trans¬ 
fer)  of  shares,  of  the  aggregate  par  value  of  $77,  of 


71 


the  capital  stock  of  the  Chicago,  Burlington  &  Quincy 
Railroad  Company,  plus  a  pro  rata  proportion  of  any 
increase  in  the  capital  stock  of  said  Company  by 
way  of  stock  dividend  subsequent  to  July  1,  1921. 

Whenever  any  General  Mortgage  bonds  reserved 
under  this  paragraph  (b)  of  this  Section  5  of  this 
Article  Three,  shall  be  found  to  be  unnecessary  for 
the  purposes  specified  herein,  all  such  bonds,  if  any, 
remaining  unissued  under  this  paragraph  (b),  shall 
become  and  be  subject  to  issue  as  bonds  of  such  other 
series  as  may  be  designated  by  a  resolution  of  the 
Board  of  Directors,  or  the  Executive  Committee  of 
the  Board  of  Directors,  of  the  Railway  Company, 
and  shall  be  authenticated  by  the  Trustee,  and  deliv¬ 
ered  to  the  Railway  Company,  for  the  purposes  and 
subject  to  the  restrictions  specified  in  Section  7  of 
this  Article  Three,  in  addition  to  the  bonds  otherwise 
issuable  under  said  Section  7. 

Sec.  6.  |25,000,000,  face  amount,  of  General  Mortgage 
bonds,  at  any  time  and  from  time  to  time  after  the  execu¬ 
tion  of  this  indenture,  may  be  executed  by  the  Railway 
Company,  and  thereupon,  without  any  further  action  on 
the  part  of  the  Railway  Company  other  than  compliance 
with  the  requirements  of  Section  9  of  Article  Two 
of  this  indenture,  shall  be  authenticated  by  the  Trustee 
and  by  it  shall  be  delivered  to  the  Railway  Company,  or 
upon  its  written  order. 

The  bonds  forthwith  issuable  under  this  Section  6 
of  this  Article  Three,  and  the  bonds  forthwith  issuable 
under  subparagraph  (1)  of  paragraph  (a)  of  Section  5 


$25,000,000  o£  bonds 
forthwith  issuable. 


72 


Purposes  for  which  re¬ 
maining  bonds  may  be 
issued  or  deposited 
cash  released. 


of  this  Article  Three,  are  for  the  purpose  of  reimbursing 
in  part  the  Railway  Company  for  moneys  secured  from 
sources  other  than  from  the  issuance  and  sale  of  bonds 
(1)  expended  in  the  acquisition  and  construction  of  prop¬ 
erties  upon  which  this  indenture  is  a  first  lien,  or  (2) 
expended  since  the  date  of  the  Railway  Company's  First 
and  Refunding  Gold  Bond  Mortgage  in  the  construction 
and  acquisition  of  additions  and  betterments  upon,  in  con¬ 
nection  with,  and  as  incident  to,  and  in  the  acquisition 
of  equipment  for  use  upon,  the  Railway  Company’s  lines 
of  railway  subject  to  said  last  named  mortgage. 

Sec.  7.  General  Mortgage  bonds  may  be  executed  by 
the  Railway  Company,  and  authenticated  and  delivered, 
or  deposited  cash  (as  the  term  “deposited  cash”  is  here¬ 
after  in  this  Section  defined)  may  be  paid  out,  by  the 
Trustee  to  the  Railway  Company  to  pay  for,  or  in  reim¬ 
bursement  of,  expenditures  (1)  made,  or  to  be  made,  after 
J uly  1,  1921,  for  some  one  or  more  of  the  purposes  enum¬ 
erated  in  paragraphs  (a)  to  (/),  inclusive,  and  in  para¬ 
graph  ( i )  of  this  Section  7  of  this  Article  Three,  and  (2) 
at  any  time  made,  whether  made  prior  to  the  date  of  this 
indenture,  or  made,  or  to  be  made,  subsequent  to  the  date 
of  this  indenture,  for  some  one  or  more  of  the  purposes 
enumerated  in  paragraphs  ( g )  and  (h)  of  this  Section  7 
of  this  Article  Three : 

(a)  The  construction,  completion  or  acquisition 
by  the  Railway  Company  of  (1)  any  line  or  lines  of 
railroad,  or  any  part  thereof,  or  any  interest  or  right 
therein,  now  or  at  any  time  hereafter  subject  to  the 
lien  of  this  indenture,  or  (2)  any  extensions  or 


73 


brandies,  or  any  part  thereof,  or  any  interest  or 
right  therein,  of  any  line  of  railroad,  extension  or 
branch,  now  or  at  any  time  hereafter  subject  to  the 
lien  of  this  indenture. 

(b)  The  construction  or  acquisition  of  additions 
and  betterments  upon  or  in  connection  with  (1) 
any  line  of  railroad,  extension  or  branch  thereof, 
now  or  at  any  time  hereafter  subject  to  the  lien  of 
this  indenture;  (2)  any  line  of  railroad,  extension 
or  branch  thereof,  owned  by  any  company  not  less 
than  ninety  per  centum  of  the  outstanding  shares  of 
the  capital  stock  of  which  is,  at  the  time  of  construc¬ 
tion  or  acquisition  of  such  addition  or  betterment, 
subject  to  the  lien  of  this  indenture;  and  (3)  any  line 
of  railroad,  or  branch  thereof,  now  or  at  any  time 
hereafter  leased  to  the  Railway  Company  for  a  term 
which  is  to  continue  to  a  date  later  than  July  1,  2121, 
and  the  leasehold  interest  of  the  Railway  Company 
therein  is  subject  to  the  lien  of  this  indenture. 

(c)  The  construction  or  acquisition  of  rolling 
stock,  power  plants,  vessels,  ferries,  tugs,  lighters 
or  other  equipment  for  use  upon  or  in  connection 
with  any  of  the  lines  of  railroad,  extensions,  and 
branches  thereof  referred  to  in  paragraphs  (a) 
and  (b)  of  this  Section  7;  provided,  however,  that 
no  bonds  shall  be  issued  under  this  indenture  in 
respect  of  rolling  stock  or  equipment  acquired  sub¬ 
ject  to  any  car  or  equipment  trust  or  other  lien  secur¬ 
ing  the  purchase  price  thereof  either  pending  or  after 
the  payment  of  such  purchase  price. 


74 


(fZ)  The  acquisition  by  the  Railway  Company  of 
lands  or  property  or  interest  or  rights  therein 
(and/or  the  creation  of  additions  and  betterments 
thereon)  from  which  coal,  ties,  lumber  or  other 
supplies  needed  or  useful  in  the  operation  of  its  rail¬ 
road  may  be  secured,  or  of  property  (and/or  the  con¬ 
struction  or  completion  of  additions  and  betterments 
thereon)  required  for  the  development  or  transmis¬ 
sion  of  power  for  use  on  or  in  connection  with  such 
railroad,  including  the  acquisition,  installation,  con¬ 
struction  and  equipment  of  water  power  sites,  gen¬ 
erating  stations  and  other  machinery,  structures  and 
appliances  necessary  for  or  useful  in  the  operation 
of  the  railroads  of  the  Railway  Company  by  electric 
or  other  power. 

(e)  The  acquisition  of 

(1)  bonds  and  shares  of  the  capital  stock  of  any 
connecting  railroad  company  or  companies,  a 
majority  of  the  capital  stock  of  which  shall  be 
owned  by  the  Railway  Company; 

(2)  bonds  of  any  equipment,  warehouse,  hotel, 
elevator,  mineral,  timber,  power,  or  other  company 
or  companies  furnishing,  or  necessary  to  furnish, 
facilities  or  supplies  to  the  Railway  Company,  and 
a  majority  of  the  capital  stock  of  which  shall  be 
owned  by  the  Railway  Company; 

(3)  shares  of  the  capital  stock,  or  voting  trust 
certificates  representing  the  same,  of  any  company 
or  companies  of  the  character  in  (2)  last  above 


75 


described,  in  an  amount  constituting  at  least  a 
majority  of  all  shares,  therein,  outstanding  and 
having  voting  power; 

(4)  shares  of  the  capital  stock,  or  voting  trust 
certificates  representing  the  same,  of  any  company 
or  companies,  the  majority  of  whose  shares,  hav¬ 
ing  voting  power,  previously  shall  have  been 
pledged  under  this  indenture; 

(5)  bonds  or  shares  of  the  capital  stock,  or  vot¬ 
ing  trust  certificates  representing  the  same,  of  any 
depot,  terminal  or  transfer  company,  or  other  com¬ 
pany,  having  the  right  to  furnish  to  railway  com¬ 
panies  station,  terminal  or  transfer  facilities,  the 
facilities  of  which,  or  any  part  whereof,  shall  be 
useful  in  the  operation  of  the  railroads  subject  to 
this  indenture. 

(/)  The  refundment  of  any  indebtedness  secured 
by  lien  prior  to  this  indenture  on  any  lines  of  rail¬ 
way,  or  other  real  property,  that  shall  at  any  time 
become  subject  to  this  indenture  and  for  which  bonds 
shall  have  been  reserved  under  this  Section  7  as  here¬ 
inafter  required. 

( g )  The  acquisition  of 

(1)  shares  of  the  capital  stock  or  bonds  of  the 
Spokane,  Portland  and  Seattle  Railway  Company, 
Great  Northern  Terminal  Railway  Company,  Mon¬ 
tana  Eastern  Railway  Company,  Great  Falls  & 
Teton  County  Railway  Company,  Watertown  and 
Sioux  Falls  Railway  Company,  Duluth  Terminal 


76 


Railway  Company,  Minneapolis  Belt  Line  Com¬ 
pany,  The  Midland  Railway  Company  of  Manitoba, 
and  Chelan  Electric  Company,  or  any  of  them;  or 

(2)  the  properties,  or  any  part  thereof,  or  inter¬ 
est  or  rights  therein,  of  said  last  above  enumeiated 
companies,  or  any  of  them. 

( h )  The  acquisition  of  shares  of  the  capital  stock 
of  the  Chicago,  Burlington  &  Quincy  Railroad  Com¬ 
pany. 

( i )  The  acquisition  (at  a  cost  not  in  excess  of  the 
face  amount  thereof)  of  General  Mortgage  bonds  of 
any  series  issued  and  to  be  issued  under  this  inden¬ 
ture. 


Papers  to  be  furnished 
when  bonds  are  issued 
for  or  in  reimbursement 
of  expenditures  previously 
made. 


Authentication  of  bonds 
and  deposit  of  cash  in 
advance  of  expenditures. 


In  case  the  authentication  and  delivery  of  bonds  under 
this  Section  are  called  for  to  reimburse  the  Railway  Com¬ 
pany  for  expenditures  previously  made  for  any  of  the  pur¬ 
poses  specified  in  this  Section,  such  bonds  shall  be  authenti¬ 
cated  and  delivered  to  the  Railway  Company,  or  upon  its 
written  order,  upon  delivery  to  the  Trustee  of  (1)  a  certi¬ 
fied  copy  of  a  resolution,  opinion  of  counsel,  and  authen¬ 
ticated  certificate  or  order  of  authorization,  as  provided 
in  Section  9  of  Article  Two  hereof,  and  (2)  certificate  or 
certificates  as  hereinafter  in  this  Section  7  provided. 

Unless  the  authentication  and  delivery  of  bonds  under 
this  indenture  are  called  for  to  reimburse  the  Railway 
Company  under  this  Section  7  of  this  Article  Three 
for  expenditures  as  aforesaid,  the  Railway  Com¬ 
pany  shall,  in  addition  to  complying  with  the  require¬ 
ments  last  above  stated,  deposit  with  the  Trustee  a  sum 


77 


in  cash  equal  to  the  principal  amount  of  the  bonds  to  be 
so  authenticated  and  delivered,  and  thereupon  the  Trustee 
Shall  authenticate  and  deliver  to,  or  upon  the  written 
order  of,  the  Railway  Company  an  amount  of  bonds 
secured  by  this  indenture  equal  in  par  or  face  value 
thereof  to  the  amount  of  cash  deposited.  The  term  “de¬ 
posited  cash”  as  used  in  this  indenture  shall  be  deemed 
to  signify  the  cash  so  deposited  with  the  Trustee  together 
with  any  moneys  which,  pursuant  to  any  other  provisions 
of  this  indenture,  are  subject  to  the  provisions  of  this 
Section,  and  any  other  cash,  received  by  the  Trustee  for 
the  disposition  of  which  no  other  provision  is  made  under 
this  indenture.  The  deposited  cash  shall  be  held  by  the 
Trustee  as  part  of  the  trust  estate  until  paid  to,  or  upon 
the  written  order  of,  the  Railway  Company,  calling  for 
the  payment  of  a  specified  amount,  accompanied  by  cer¬ 
tificate  or  certificates  and  opinions  as  hereinafter  speci¬ 
fied.  In  case  authentication  and  delivery  of  such  bonds 
are  called  for  to  reimburse  the  Railway  Company  for 
expenditures  theretofore  made,  or  in  case  payment  of 
deposited  cash  be  called  for  for  such  reimbursement  or  for 
expenditures  incurred  and  forthwith  payable,  for  any  of 
the  purposes  for  which  bonds  may  be  issued  or  deposited 
cash  paid  out  under  the  provisions  of  this  Section  7  of 
Article  Three,  then,  from  time  to  time,  such  bonds  shall 
be  authenticated  and  delivered,  or  deposited  cash  paid,  to, 
or  upon  the  written  order  of,  the  Railway  Company, 
accompanied  in  each  case  by  certificate  or  certificates 
stating  as  follows : 

(1)  That  moneys  to  an  amount  specified  have  been 
actually  expended— or  in  case  payment  of  deposited 


“Deposited  cash”  defined. 


Certificate  of  expenditure. 


78 


cash  be  ordered  for  expenditures  incurred  but  not  vet 
paid,  that  money  liability  to  an  amount  specified  is 
payable  or  forthwith  to  become  payable — for  one  or 
more  of  the  purposes  in  this  Section  7  hereinabove  set 
forth,  and  describing  briefly  each  particular  purpose 
and  specifying  the  amount  of  money  actually  ex¬ 
pended  and/or  specific  liability  actually  incurred  for 
each  of  said  stated  purposes. 

(2)  That  the  amount  of  money  paid,  or  the  liabil¬ 
ity  incurred,  for  construction  or  acquisition  of  rail¬ 
roads,  equipment,  additions,  betterments,  improve¬ 
ments  or  other  property,  or  other  purposes  indicated 
in  such  certificate,  is  not  in  excess  of  the  cost  or  the 
fair  value  of  the  property  constructed,  or  acquired, 
or  the  work  done. 

(3)  That  no  part  of  such  certified  expenditures 
or  liabilities  was  included  in  any  previous  certificate 
furnished  hereunder,  or  was  made,  or  reimbursed,  or 
provided  out  of  any  bonds  or  moneys  received  by 
the  Railway  Company  on  account  of  any  such  cer¬ 
tified  expenditures  or  liabilities  under  any  other 
provision  of  this  indenture,  or  under  any  provision 
of  any  prior  mortgage,  or  out  of  the  proceeds  of  any 
prior  debt  specified  in,  or  pursuant  to,  this  Article 
Three. 

(4)  In  case  such  certificate  or  certificates  shall 
show  the  acquisition  of,  or  any  contract  for,  any 
property,  then  such  certificate  or  certificates  also 
shall  state  whether  it  is  known  or  believed  that  such 


79 


property  is,  and  that  upon  its  acquisition  will  be, 
subject  to  any  lien  or  charge  prior  or  equal  to  the 
lien  of  this  indenture  other  than  the  prior  debt  speci¬ 
fied  in,  or  pursuant  to,  this  Article  Three,  and  such 
certificate  shall  specify  the  amount  of  any  such  prior 
lien  or  charge,  and  shall  state  that  no  part  of  the  cer¬ 
tified  cost  of  such  property  was  or  will  be  reimbursed 
to  the  Railway  Company  out  of  the  proceeds  of  any 
such  lien  or  charge. 

(5)  That  no  part  of  such  certified  expenditures 
was  or  will  be  properly  chargeable  to  the  operating 
expenses  of  the  Railway  Company. 

(6)  Any  such  certificate  under  this  Section  may 
state  any  other  facts  appertaining  to  the  right  to 
pay  moneys  or  the  requisition,  authentication  and 
delivery  of  bonds  hereunder. 

Whenever  the  Railway  Company  shall  acquire  and 
shall  subject  to  the  lien  of  this  indenture  any  property 
subject  to  any  prior  lien  or  charge  specified  in  such  cer¬ 
tificate  as  aforesaid,  and  thereafter  any  such  prior  lien 
or  charge  shall  be  paid  or  satisfied  or  shall  be  acquired 
and  be  subjected  to  the  lien  hereof,  then  the  expenditure 
made  by  the  Railway  Company  for  the  payment,  satis¬ 
faction  or  acquisition  of  such  prior  lien  or  charge  (but 
not  exceeding  the  principal  amount  of  such  prior  lien  or 
charge)  shall  be  deemed  additional  expenditures  for  the 
acquisition  of  such  property,  and  on  account  of  such  ex¬ 
penditures  when  certified  to  the  Trustee  deposited  moneys 
shall  be  paid  by  the  Trustee,  or  bonds  issuable  under  this 


80 


Officers  to  sign  certificates. 


Bonds  limited  to  80%  of 
expenditures  for  equip¬ 
ment,  etc. 


Bonds  limited  to  80%  of 
certain  expenditures  when 
outstanding  bonds  aggre¬ 
gate  $500,000,000  or  more. 


Section  shall  be  authenticated  by  the  Trustee  and  deliv¬ 
ered  to  the  Railway  Company  or  upon  its  written  order. 

Every  certificate  furnished  under  this  Section  shall 
be  signed  by  the  President,  or  a  Vice-President,  or  the 
Chief  Engineer,  and  also  by  the  Treasurer,  or  Comptrol¬ 
ler,  or  other  chief  accounting  officer  of  the  Railway  Com¬ 
pany.  Upon  receipt  of  such  certificate  or  certificates, 
and,  if  required  by  the  Trustee,  of  a  certified  copy  of  reso¬ 
lution  and  other  writings  as  in  this  Section  7  of  this 
Article  Three  provided,  the  Trustee  either  shall  pay  to  the 
Railway  Company,  or  upon  its  written  order,  an  amount 
of  deposited  cash  equal  to  the  expenditures  or  liabilities 
stated  and  set  forth  in  such  certificate  or  certificates,  or 
shall  authenticate  and  deliver  to  the  Railway  Company,  or 
upon  its  written  order,  bonds  for  a  principal  amount  equal 
to  the  expenditures  stated  and  set  forth  in  such  certifi¬ 
cate  or  certificates;  provided  (1)  that  the  payment 
to  the  Railway  Company  of  deposited  cash  received  by 
the  Trustee  upon  the  authentication  and  delivery  of  bonds, 
or  the  authentication  and  delivery  to  the  Railway  Com¬ 
pany  of  bonds,  for  and  on  account  of  the  construction  or 
acquisition  of  properties  described  in  paragraph  (c)  of 
this  Section  7  of  this  Article  Three,  shall  be  limited  to 
an  amount  of  such  deposited  cash  or  to  a  principal  amount 
of  such  bonds,  as  the  case  may  be,  not  exceeding  eighty 
per  centum  (80%)  of  the  expenditures  or  liabilities,  as 
the  case  may  be,  certified  to  the  Trustee,  as  aforesaid,  as 
having  been  made  or  incurred  under  said  paragraph  (c) 
of  this  Section  7  of  Article  Three;  provided  (2)  that  if  at 
any  time  the  aggregate  amount  of  bonds  then  outstand¬ 
ing  and  hereby  secured,  when  added  to  the  aggregate 


81 


amount  of  bonds  then  reserved  to  refund  the  prior  debt 
specified  in  Sections  1,  2  and  3  of  Article  Three  of  this 
indenture,  shall  be  five  hundred  million  dollars  ($500,- 
000,000)  or  more,  then  the  payment  to  the  Kailway  Com¬ 
pany  of  deposited  cash  received  by  the  Trustee  upon  the 
authentication  and  delivery  of  bonds  in  excess  of  said 
amount  ($500,000,000),  and  the  authentication  and  de¬ 
livery  to  the  Railway  Company  of  any  bonds  in  excess  of 
said  amount  ($500,000,000),  on  account  of  the  construc¬ 
tion  or  acquisition  of  properties  of  the  character  and 
nature  described  in  paragraph  (b),  or  paragraph  ( d ),  or 
paragraph  ( e )  other  than  shares  of  capital  stock,  or 
voting  trust  certificates  representing  the  same,  and 
bonds  of  connecting  railway  companies  issued  on  account 
of  the  construction  or  acquisition  of  railroad  mileage,  the 
cost  of  which  is  not  less  than  the  cost  of  such  shares  of 
capital  stock,  or  voting  trust  certificates  representing 
the  same,  and  bonds,  and  other  than  shares  of  capital 
stock,  or  voting  trust  certificates  representing  the  same, 
and  bonds  of  companies  specified  in  subparagraph  (5) 
of  said  paragraph  (e),  of  this  Section  7  of  this  Article 
Three,  shall  be  limited  to  an  amount  of  such  deposited 
cash  or  to  a  principal  amount  of  such  bonds,  as  the  case 
may  be,  not  exceeding  eighty  per  centum  (80%)  of  the 
expenditures  or  liabilities,  as  the  case  may  be,  certified 
to  the  Trustee  as  aforesaid  as  having  been  made  or 
incurred  under  said  paragraphs,  or  any  of  them, 
above  in  this  proviso  enumerated;  and  provided  (3) 
that  the  aggregate  amount  of  bonds  at  any  one  time 
issued  and  outstanding  under  this  indenture  for  and 
on  account  of  the  construction  or  acquisition  of  prop 


Bonds  issued  to  acquire 
stocks  or  bonds  limited 
to  25%  of  aggregate  of  all 
bonds  outstanding. 


82 


Property  acquired  to  become 
subject  to  lien  hereof. 


General  Mortgage  bonds 
acquired  to  be  cancelled. 


erties  of  the  character  and  nature  described  in  paragraph 
( d )  and  subparagraphs  (2),  (3)  and  (4)  [in  so  far  as 
said  subparagraph  (4)  relates  to  shares  of  the  capital 
stock  or  bonds  of  companies  of  the  character  and  nature 
described  in  said  subparagraphs  (2)  and  (3)]  of  para¬ 
graph  (e)  of  this  Section  7  of  this  Article  Three,  shall 
never  exceed  twenty-five  per  centum  (25%)  of  the  aggre¬ 
gate  amount  of  all  bonds  at  the  time  then  issued  and  out¬ 
standing  under  this  indenture,  including  the  bonds  then 
proposed  to  be  issued. 

All  property,  indebtedness  and  rights,  and  all  addi¬ 
tions,  betterments  and  improvements,  in  respect  to  which 
deposited  cash  shall  be  paid,  or  bonds  shall  be  issued 
hereunder,  or  the  proceeds  of  the  bonds  shall  be  used, 
shall  be  included  without  further  conveyance  or  transfer 
in  the  granting  clause  of  this  indenture  and  shall  be 
subject  to  the  lien  hereof;  but  the  lien  of  this  indenture 
thereon,  however,  shall  be  subordinate  to  the  liens  secur¬ 
ing  prior  debt  specified  and  to  be  specified  in  and  pur¬ 
suant  to  the  provisions  of  this  Article  Three  to  the 
extent  that  such  liens  attach,  and  to  liens  securing 
bonds  to  be  specified  in  indentures  supplemental 
hereto  so  far  as  the  same  shall  be  subject  to  such  prior 
liens;  provided ,  however ,  that  any  General  Mortgage 
bonds  acquired  by  the  Railway  Company  and  delivered  to 
the  Trustee  under  the  provisions  of  this  Section  7  of  this 
Article  Three,  unless  previously  cancelled,  shall  be  can¬ 
celled  by  the  Trustee  upon  such  delivery,  and,  after  the 
Trustee  shall  have  stamped  on  such  bonds  a  notation  that 
the  same  have  been  cancelled  under  this  Section  7  of 
Article  Three  and  are  not  available  for  any  further  pur- 


83 


poses  under  this  indenture,  shall  be  returned  to  the  Rail¬ 
way  Company. 

When  any  certificate  for  shares  of  stock,  or  voting 
trust  certificates  representing  the  same,  or  any  bonds 
or  other  indebtedness,  shall  have  been  acquired  under 
the  provisions  of  this  Section  7  of  this  Article  Three,  there 
shall  be  delivered  to  the  Trustee  the  written  opinion  of 
counsel  for  the  Railway  Company  that  the  Railway  Com¬ 
pany  is  authorized  by  law  to  acquire  and  to  hold  such 
stocks,  or  voting  trust  certificates  representing  the 
same,  bonds,  or  indebtedness;  and  such  certificates  of 
stock,  and  such  voting  trust  certificates  representing  the 
same,  endorsed  in  blank  for  transfer,  and  such  bonds,  and 
the  assignments  of  such  other  indebtedness,  shall  be  de¬ 
livered  to  the  Trustee  hereunder,  or  to  a  trustee  having 
prior  right  to  the  pledge  thereof  under  some  indenture 
securing  prior  debt  specified  in  or  pursuant  to  this  Article 
Three  of  this  indenture;  and  in  case  there  shall  be  such 
another  trustee  having  such  prior  right,  then  the  right 
of  the  Trustee  in  and  to  such  stock,  or  voting  trust  cer¬ 
tificates  representing  the  same,  bonds,  and  indebtedness, 
shall  be  subordinate  to  that  of  such  other  trustee. 

The  Railway  Company  shall  execute  and  acknowledge, 
or  shall  cause  to  be  executed  and  acknowledged,  any  con¬ 
veyances  or  instruments  of  further  assurance  that  may  be 
necessary  for  the  purpose  of  subjecting  to  the  lien  and 
operation  of  this  indenture  any  property  so  acquired  by 
the  Railway  Company,  and,  unless  satisfied  and  dis¬ 
charged,  any  indebtedness,  liens  or  charges  so  taken  up  or 
acquired;  and,  also,  shall  furnish  to  the  Trustee  the  writ¬ 
ten  opinion  of  counsel  for  the  Railway  Company  to  the 


Opinion  of  oounsel  required. 


Disposition  of  shares  of 
capital  stock  and  bonds 
acquired  under  this  section. 


Railway  Company  to 
execute  conveyances  or 
instruments  of  further 
assurance. 


84 


Issuance  of  bonds  upon 
redemption  of  bonds  of 
another  series. 


effect  that  such  conveyances  or  other  instruments  are 
sufficient  for  that  purpose,  or,  in  lieu  of  such  instruments 
of  further  assurance,  the  Railway  Company  shall  fur¬ 
nish  a  written  opinion  of  such  counsel  that  no  convey¬ 
ance  or  instrument  of  further  assurance  is  necessary  for 
the  purpose  aforesaid. 

Seo.  8.  Whenever  and  as  often  as  the  Railway  Com¬ 
pany  shall  have  called  for  redemption  any  particular 
series  of  bonds,  or  any  part  thereof,  issued  hereunder 
subject  to  such  redemption,  it  may  tender  or  cause  to 
be  tendered  to  the  Trustee,  before,  at  or  after  redemp¬ 
tion  or  payment,  either  in  bearer  form  or  accompanied 
by  proper  instruments  of  assignment  and  transfer,  and 
whether  cancelled  or  uncancelled,  any  of  such  bonds  with 
all  unmatured  coupons,  if  any,  thereto  belonging;  and, 
in  exchange  for  such  bonds  received  by  the  Trustee  upon 
such  tender,  upon  receipt  of  a  copy  of  the  resolution 
calling  for  redemption  the  said  series  of  bonds  and 
copies  of  resolutions,  opinion  of  counsel,  and  authenti¬ 
cated  certificate  or  order,  as  specified  in  and  required  by 
Section  9  of  Article  Two  of  this  indenture,  the  Trustee 
shall  authenticate  and  deliver  to  the  Railway  Company, 
or  upon  its  written  order,  bonds  of  another  series  here¬ 
under  for  a  principal  amount  equal  to  the  principal 
amount  of  such  bonds  so  received  by  the  Trustee. 

At  any  time  or  times,  upon  delivery  to  the  Trustee 
of  a  copy  of  the  resolution  calling  for  redemption  any 
particular  series  of  bonds,  or  any  part  thereof,  issued 
hereunder  and  subject  to  redemption,  and  of  copies  of 
resolutions,  opinion  of  counsel,  and  authenticated  certifi- 


85 


cate  or  order,  as  specified  in  and  required  by  Section  9  of 
Article  Two  of  this  indenture,  the  Trustee  shall  authen¬ 
ticate  and  deliver  to  the  Railway  Company,  or  upon  its 
written  order,  bonds  of  another  series  hereunder  for  a 
principal  amount  not  exceeding  the  principal  amount  of 
the  bonds  called  for  redemption,  provided,  that  cash 
(other  than  cash  receivable  by  the  Trustee  pursuant  to 
the  provisions  of  Section  7  of  this  Article  Three  of  this  in¬ 
denture)  equal  to  the  principal  amount  of  the  bonds  so 
authenticated  and  delivered  shall  simultaneously  be 
deposited  with  the  Trustee  in  exchange  therefor;  provided, 
however,  that  no  bonds  shall  be  authenticated  by  the  Trus¬ 
tee  and  delivered  to  the  Railway  Company  on  account  of 
bonds  redeemed  through  the  use  of  deposited  cash.  On  Release  of  deposited  cash 

upon  deposit  of  bonds 

the  written  order  of  the  Railway  Company,  and  upon  de-  redeemed, 
livery  to  the  Trustee  from  time  to  time,  before,  at  or  after 
redemption  and  payment,  in  bearer  form  or  accompanied 
by  proper  instruments  of  assignment  and  transfer,  and 
whether  cancelled  or  uncancelled,  of  the  bonds  called 
for  redemption  (other  than  bonds  in  exchange  for  which 
the  Trustee  shall  have  authenticated  and  delivered  bonds 
under  the  first  paragraph  of  this  Section),  together  with 
all  unmatured  coupons,  if  any,  appertaining  to  such 
bonds,  the  Trustee,  out  of  the  cash  so  deposited  with  it, 
or  out  of  any  cash  held  by  the  Trustee  pursuant  to  the 
provisions  of  Section  7  of  this  Article  Three  of  this  inden¬ 
ture  and  directed  by  the  Railway  Company  to  be  applied 
to  such  purpose,  shall  pay  to  the  Railway  Company  a 
sum  equal  to  the  principal  amount  of  such  bonds  so 
delivered  to  the  Trustee. 


86 


Issuance  of  bonds  to  refund 
maturing  bonds  of  another 
series. 


Whenever  and  as  often  as  the  Railway  Company  may 
tender,  or  cause  to  be  tendered,  to  the  Trustee,  before,  at 
or  after  maturity,  bonds  of  any  series  issued  here¬ 
under  and  maturing  on  or  prior  to  January  1,  2100, 
either  in  bearer  form  or  accompanied  by  proper  instru¬ 
ments  of  assignment  and  transfer,  with  all  unmatured 
coupons,  if  any,  thereto  belonging,  and  whether  cancelled 
or  uncancelled,  the  Trustee,  in  exchange  for  such  bonds 
received  by  the  Trustee  upon  such  tender,  upon  receipt 
of  copies  of  resolutions,  opinion  of  counsel,  and  authenti¬ 
cated  certificate  or  order,  as  specified  in  and  required  by 
Section  9  of  Article  Two  of  this  indenture,  shall  authen¬ 
ticate  and  deliver  to  the  Railway  Company,  or  upon  its 
written  order,  bonds  of  another  series  hereunder  for  a 
principal  amount  equal  to  the  principal  amount  of  such 
bonds  so  received  by  the  Trustee. 

At  any  time  or  times,  at  or  after  the  maturity,  or  within 
twelve  months  before  such  maturity,  of  any  series  of 
bonds  issued  hereunder  and  maturing  on  or  prior  to  Jan¬ 
uary  1,  2100,  and  upon  receipt  of  copies  of  resolutions, 
opinion  of  counsel,  and  authenticated  certificate  or  order, 
as  specified  in  and  required  by  Section  9  of  Article  Two 
of  this  indenture,  the  Trustee  shall  authenticate  and 
deliver  to  the  Railway  Company,  or  upon  its  written 
order,  bonds  of  another  series  hereunder  for  a  princi¬ 
pal  amount  not  exceeding  the  principal  amount  of  said 
maturing  series  of  bonds;  provided ,  that  cash  (other 
than  cash  receivable  by  the  Trustee  pursuant  to  the  pro¬ 
visions  of  Section  7  of  this  Article  Three  of  this  inden¬ 
ture)  equal  to  the  principal  amount  of  the  bonds  so  au¬ 
thenticated  and  delivered,  shall  simultaneously  be  de- 


87 


posited  with  the  Trustee  in  exchange  therefor;  pro¬ 
vided,  however,  that  no  bonds  shall  be  authenticated  by 
the  Trustee  and  delivered  to  the  Railway  Company  on 
account  of  said  maturing  series  of  bonds  which  shall 
have  been  acquired  by  the  Railway  Company  through 
the  use  of  deposited  cash.  Upon  the  written  order 
of  the  Railway  Company,  and  upon  delivery  to  the 
Trustee,  from  time  to  time,  before,  at  or  after 
maturity  arid  payment,  in  bearer  form,  or  accompanied 
by  proper  instruments  of  assignment  and  transfer,  and 
whether  cancelled  or  uncancelled,  of  bonds  of  the  series 
maturing  (other  than  bonds  in  exchange  for  which  the 
Trustee  shall  have  authenticated  and  delivered  bonds 
under  the  last  above  preceding  paragraph  of  this  Sec¬ 
tion),  together  with  all  unmatured  coupons,  if  any, 
appertaining  to  such  bonds,  the  Trustee,  out  of  the  cash 
deposited  with  it,  or  out  of  any  cash  held  by  the  Trustee 
pursuant  to  the  provisions  of  Section  7  of  this  Article 
Three  of  this  indenture,  and  directed  by  the  Rail¬ 
way  Company  to  be  applied  to  such  purpose,  shall  pay 
to  the  Railway  Company  a  sum  equal  to  the  principal 
amount  of  such  series  so  maturing  so  delivered  to  the 
Trustee. 

In  case  any  such  bond  shall  have  been  cancelled  before 
tender  thereof  to  the  Trustee  under  the  provisions  of  this 
Section  8,  the  Trustee  shall  not  accept  the  same  if  any 
bond  in  lieu  thereof  or  in  exchange  therefor  has  been 
issued  and  is  outstanding,  other  than  a  bond  issued  here¬ 
under  against  the  deposit  of  cash  as  provided  in  this 
Section  8. 


Release  of  deposited  cash 
upon  deposit  of  maturing 
bonds. 


88 


Cancellation  of  bonds 
redeemed  or  refunded. 


Authority  of  Trustee 
to  act. 


Different  officers  may 
certify  to  separate  facts. 


Authentication  of  bonds 
in  case  of  default. 


All  bonds  and  coupons  delivered  to  the  Trustee  under 
the  provisions  of  this  Section  8  unless  previously  can¬ 
celled,  shall  be  cancelled  by  the  Trustee  upon  such  deliv¬ 
ery,  and  after  the  Trustee  shall  have  stamped  on  such 
bonds  a  notation  that  the  same  have  been  refunded  under 
this  indenture,  shall  be  returned  to  the  Railway  Company. 

Sec.  9.  The  Trustee  shall  be  entitled  to  receive  the 
resolutions,  certificates,  orders,  opinions  of  counsel,  and 
other  writings,  in  Section  9  of  Article  Two,  and  in  this 
Article  Three  provided  for,  as  conclusive  evidence  of  the 
truth  of  the  statements  therein  contained,  respectively, 
and  as  full  authority  for  the  taking  of  any  action  in 
accordance  therewith  under  this  Article  Three,  and  they 
shall  constitute  full  authority  and  protection  to  the  Trus¬ 
tee  for  its  authentication  and  delivery  of  bonds  and  the 
payment  of  deposited  cash  under  the  provisions  of  this 
Article  Three. 

The  same  officer  or  officers  of  the  Railway  Company 
need  not  certify  to  all  the  facts  required  to  be  certified 
under  the  provisions  of  this  Article  Three,  but  different 
officers  may  certify  to  separate  facts  respectively. 

Sec.  10.  Anything  in  this  indenture  to  the  contrary 
notwithstanding,  the  Trustee  may,  but  shall  not  be  re¬ 
quired  to,  authenticate  bonds  or  pay  deposited  cash  to 
the  Railway  Company,  or  upon  order  of  a  court  of  com¬ 
petent  jurisdiction,  to  a  receiver  of  the  Railway  Company, 
if  an  event  of  default  as  hereinafter  defined  in  Section  2 
of  Article  Seven  shall  have  happened  and  be  continuing. 


89 


ARTICLE  FOUR. 

Redemption  of  Bonds  before  Maturity. 

Section  1.  In  the  issue  of  any  particular  series  of  Reservation  of  right  of 

redemption. 

bonds  hereunder  the  Railway  Company  may  reserve  the 
right  to  redeem  before  maturity  all  or  any  part  of  the 
bonds  of  that  series,  at  such  time  or  times,  and  on  such 
terms,  as  the  Board  of  Directors,  or  the  Executive  Com¬ 
mittee  of  the  Board  of  Directors,  of  the  Railway  Company 
may  determine  and  as  shall  be  appropriately  expressed 
in  each  of  the  bonds  of  that  series,  the  date  of  redemption 
being  in  every  case  either  the  first  day  of  January  or  the 
first  day  of  July.  In  the  event  the  Railway  Company  ^Jmpuon right  °£ 
shall  desire  to  exercise  such  right  to  redeem  and  pay  off 
all  or  any  part  of  the  bonds  of  a  particular  series  on 
any  first  day  of  January,  or  first  day  of  July,  in  accord¬ 
ance  with  the  right  reserved  so  to  do,  it  shall  advertise  Publication  and  mailing 
in  two  newspapers  of  general  circulation  in  the  Borough 
of  Manhattan,  City  of  New  York,  at  least  twice  a  week 
for  nine  successive  weeks  next  preceding  such  first  day 
of  January,  or  first  day  of  July,  a  notice  that  the  Rail¬ 
way  Company  has  elected  to  redeem  and  pay  off  all  or 
part  (and  if  a  part,  the  serial  numbers  thereof  shall  be 
given)  of  the  bonds  of  such  particular  series  on  such 
first  day  of  January,  or  first  day  of  July,  and  that 
on  such  first  day  of  January,  or  first  day  of  July, 
there  will  become  and  be  due  and  payable  on  each  of 
the  bonds  so  to  be  redeemed  at  the  office  or  agency  of 
the  Railway  Company  in  the  Borough  of  Manhattan, 

City  of  New  York,  the  principal  thereof  with  such  pre¬ 
mium,  if  any,  as  specified  in  such  bonds,  together  with 


90 


Interest  to  cease  on  date 
of  redemption. 


Selection  of  bonds  in  case 
of  redemption  of  part 
of  series. 


the  accrued  interest  to  such  first  day  of  January,  or  first 
day  of  July.  The  Railway  Company  will  cause  a  copy 
of  said  published  notice  to  be  mailed,  postage  prepaid, 
at  least  fifty  days  prior  to  such  redemption  date,  to  each 
registered  holder  of  bonds  designated  for  redemption, 
whose  address  shall  appear  on  the  bond  register.  Upon 
advertisement  of  such  notice  by  the  Railway  Company 
the  bonds  so  called  for  redemption  shall  become  and  shall 
be  due  and  payable  on  the  first  day  of  January,  or  first  day 
of  July,  specified  in  such  notice,  at  par  or  with  the 
premium,  if  any,  specified  in  such  bonds,  together  with  the 
interest  accrued  from  the  last  matured  interest  install¬ 
ment.  All  coupons  for  interest  which  shall  have  matured 
on  or  prior  to  the  date  of  redemption  designated  in  such 
notice  shall  continue  to  be  payable  to  the  respective 
bearers  of  such  coupons. 

From  and  after  the  date  of  redemption  designated  in 
such  notice  so  advertised  (unless  the  Railway  Company 
shall  make  default  in  the  payment  as  herein  provided  upon 
demand)  no  further  interest  shall  accrue  upon  any  of  the 
bonds  so  called  for  redemption;  and  anything  in  such 
bonds  or  in  such  coupons  or  in  this  indenture  to  the  con¬ 
trary  notwithstanding,  any  coupon  for  interest  appertain¬ 
ing  to  any  such  bond  and  maturing  after  such  date  shall 
become  and  be  null  and  void. 

Sec.  2.  If  the  Railway  Company  shall  elect  to  redeem 
a  part  only  of  any  series  of  General  Mortgage  bonds  then 
outstanding,  the  bonds  of  said  series  so  to  be  redeemed 
shall  be  selected  by  lot  by  the  Trustee  in  such  manner  as 
it  shall  deem  proper,  and,  if  the  Railway  Company  shall 


91 


so  desire  and  shall  seasonably  designate  a  representative 
for  that  purpose,  in  the  presence  of  the  representative  so 
designated. 

Whenever  exercising  the  right  of  redemption  as  pro¬ 
vided  for  in  this  Article  Four,  the  Railway  Company,  if 
requested  by  the  Trustee  so  to  do,  shall  furnish  the  Trustee 
with  a  duly  certified  copy  of  a  resolution  of  its  Board  of 
Directors,  or  of  the  Executive  Committee  of  its  Board  of 
Directors,  electing  to  redeem,  and  properly  designating, 
the  bonds  called  for  redemption. 

Sec.  3.  On  the  deposit  with  the  Trustee  of  the  amount  cancellation  of  this  inden¬ 
ture  when  all  bonds 

necessary  so  to  redeem  all  the  outstanding  bonds  issued redeemed- 
under  this  indenture  (if  they  shall  be  redeemable  and 
shall  all  have  been  called  for  redemption)  together  with 
proof  satisfactory  to  the  Trustee  of  the  giving  of  such 
notice  or  notices  of  redemption  of  all  of  said  bonds 
as  hereinbefore  provided,  and  on  payment  to  the  Trus¬ 
tee  of  all  its  cost,  charges  and  expenses  in  relation 
thereto,  the  Trustee,  upon  the  written  order  of  the 
Railway  Company,  shall  cancel  and  satisfy  this  inden¬ 
ture  and  assign  and  deliver  to  the  Railway  Company 
all  securities,  indebtedness  and  other  properties  then 
held  by  the  Trustee  under  the  provisions  hereof.  The 
Trustee  shall  apply  the  money  so  deposited  with  it  to  the 
payment  of  the  bonds  issued  under  this  indenture  at  the 
rate  aforesaid  with  accrued  interest  to  the  said  date 
designated  for  redemption. 

Sec.  4.  All  bonds  redeemed  and  paid  under  this  Ar-  cancellation  of  bonds 

redeemed. 

tide  Four  shall  be  cancelled  and  shall  not  be  reissued,  but 


92 


Punctually  to  pay  prin 
cipal  and  interest. 


Not  to  extend  time  of 
interest  payments. 


bonds  of  other  series  may  be  issued  in  substitution  there¬ 
for  as  provided  in  Article  Three. 


ARTICLE  FIVE. 

Particular  Covenants  of  the  Railway  Company. 

The  Railway  Company  covenants  as  hereinafter  in  this 
Article  set  forth: 

Section  1.  The  Railway  Company  duly  and  punctually 
will  pay  the  principal  and  interest  of  every  bond  issued 
under  this  indenture,  at  the  dates  and  the  place  and  in 
the  manner  mentioned  in  sucli  bonds,  or  in  the  coupons 
thereto  belonging,  according  to  the  true  intent  and  mean¬ 
ing  thereof.  The  interest  upon  the  coupon  bonds  shall  be 
payable  only  upon  presentation  and  surrender  of  the  sev¬ 
eral  coupons  for  such  interest  as  they  respectively  mature, 
and  when  paid,  such  coupons  forthwith  shall  be  cancelled. 
The  interest  on  the  registered  bonds  Avithout  coupons 
shall  be  payable  only  to  the  registered  holders  thereof. 

In  order  to  prevent  any  accumulation  of  coupons  and 
claims  for  interest  after  maturity,  the  Raihvay  Company 
Avill  not,  directly  or  indirectly,  extend  or  assent  to  the 
extension  of  the  time  for  the  payment  of  any  coupon  or 
claim  for  interest  on  any  of  the  General  Mortgage  bonds ; 
and  the  Railway  Company  will  not,  directly  or  indirectly, 
be  a  party  to  or  approve  of  any  such  arrangement  by 
purchasing  or  funding  said  coupons  or  claims  for  interest 
or  in  any  other  manner. 

Sec.  2.  The  Railway  Company  shall  not  and  will  not 
issue,  or  permit  to  be  issued,  any  additional  bonds  under 


93 


the  mortgages  or  trust  indentures,  or  any  of  them,  secur-  Additional  prior  debt  bonds 

not  to  be  issued,  except 

ing  the  bonds  constituting  the  prior  debt  mentioned  in  Refun3d^n0g0Bond^irst  and 

Section  1  of  Article  Three  of  this  indenture,  which  shall 

have  the  effect  to  increase  the  amount  of  the  principal 

of  the  bonds  at  any  time  issued  or  outstanding  under 

any  of  the  said  mortgages  or  trust  indentures;  provided, 

however,  that  the  Railway  Company  reserves  and  shall 

have  the  right  to  issue,  or  cause  to  be  issued,  under  its 

First  and  Refunding  Gold  Bond  Mortgage,  additional 

bonds  to  the  principal  amount  of  $12,132,000  (now  in  the 

treasury  of  the  Railway  Company)  and  to  pledge  the  same 

with  the  Trustee. 

Sec.  3.  The  Railway  Company  at  any  and  all  times  Further  assurances, 
will  do,  execute,  acknowledge  and  deliver,  or  will  cause  to 
be  done,  executed,  acknowledged  and  delivered  by  any 
other  corporation  or  person  obligated  to  the  Railway 
Company  so  to  do,  all  and  every  such  further  acts,  deeds, 
conveyances,  mortgages  and  transfers  and  assurances  in 
the  law  as  the  Trustee  shall  reasonably  require  for  the 
better  assuring,  conveying,  mortgaging,  assigning  and 
confirming  unto  the  Trustee  all  and  singular  the  heredit¬ 
aments  and  premises,  estates  and  property  hereby  con¬ 
veyed  or  assigned,  or  intended  so  to  be,  or  which  the  Rail¬ 
way  Company  hereafter  may  become  bound  to  convey  or 
assign  to  the  Trustee. 

Sec.  4.  The  Railway  Company  shall  not  and  will  not  Not  to  permit  default  under 

any  lease  subject  to  lien 

suffer  or  permit  any  default  wherefor  any  lessor  may  ter-  hereof- 
minate  any  lease  of  any  railways,  franchises  or  property 
now  existing  or  hereafter  made  to  the  Railway  Company, 


94 


Not  to  create  lien  on  mort¬ 
gaged  premises  prior  to 
lien  hereof. 


To  pay  taxes,  etc. 


or  to  any  other  company  of  whose  capital  stock  the 
greater  part  of  the  amount  at  that  time  outstanding  shall 
then  be  subject  to  the  lien  of  this  indenture.  In  case  and 
whenever  default  shall  be  made  in  paying  any  sum  stip¬ 
ulated  to  be  paid  in  any  such  present  or  future  lease,  the 
Trustee,  without  affecting  any  of  its  rights  hereunder, 
from  time  to  time,  in  its  discretion,  may  itself  pay  any 
sum  so  in  default,  and  thereupon  shall  have,  and  forthwith 
may  assert,  a  lien  for  such  advances  upon  the  trust  estate 
and  the  proceeds  thereof,  which  lien  shall  be  entitled  to 
priority  in  rank  and  to  priority  in  payment  from  the 
income  and  profits  of  the  trust  estate  over  the  General 
Mortgage  bonds. 

The  Railway  Company  will  not  voluntarily  create,  or 
suffer  to  be  created,  any  debt,  lien  or  charge  which  would 
be  prior  to  the  lien  of  this  indenture  upon  the  mortgaged 
and  pledged  premises,  or  any  part  thereof,  or  upon  the 
income  thereof ;  and,  within  six  months  after  the  same 
shall  accrue,  the  Railway  Company  will  pay  or  cause  to 
be  discharged,  or  will  make  adequate  provision  to  satisfy 
and  discharge,  all  lawful  claims  and  demands  of  me¬ 
chanics,  laborers  and  others  which,  if  unpaid,  might  by 
law  be  given  precedence  to  this  indenture  as  a  lien  or 
charge  upon  the  trust  estate,  or  any  part  thereof,  or  the 
income  thereof;  provided ,  that  nothing  in  this  section 
contained  shall  require  the  Railway  Company  to  pay  any 
such  debt,  lien  or  charge  so  long  as  it,  in  good  faith,  shall 
contest  the  validity  thereof. 

Sec.  5.  The  Railway  Company,  from  time  to  time,  will 
pay  and  discharge  or  cause  to  be  paid  and  discharged, 


95 


all  taxes,  assessments  and  governmental  charges  (the  lien 
whereof  would  be  prior  to  the  lien  hereof)  lawfully 
imposed  upon  the  trust  estate,  or  upon  any  part  thereof, 
or  upon  the  income  or  profits  thereof,  all  taxes,  assess¬ 
ments  and  governmental  charges  lawfully  imposed  upon 
the  lien  or  interest  of  the  Trustee  in  respect  of  such 
premises  or  income,  and  all  stock  and  bond  transfer  taxes 
and  disbursements,  which  the  Trustee  may  be  obliged  to 
pay  or  incur  in  the  performance  of  its  duties  hereunder, 
so  that  the  lien  and  priority  of  this  indenture  shall  be 
fully  preserved  at  the  cost  of  the  Railway  Company, 
without  expense  to  the  Trustee  or  the  bondholders;  pro¬ 
vided,  however ,  that  the  Railway  Company  shall  have  the 
right  to  contest  any  such  tax,  assessment  or  charge,  and, 
pending  such  contest,  may  delay  or  defer  the  payment 
thereof. 

Sec.  6.  The  Railway  Company  will  pay,  or  cause  to  To  pay  prior  debt  bonds, 
be  paid,  the  interest  on  all  bonds  constituting  prior 
debt  and  secured  by  the  several  indentures  described  in 
Section  1,  Article  Three,  and  not  held  by  the  Trustee 
hereunder,  as  and  when  such  interest  shall  become  pay¬ 
able  ;  and,  when  due,  it  will  pay,  or  cause  to  be  paid,  the 
principal  of  said  bonds  or  cause  the  same  to  be  acquired 
and  pledged  under  this  indenture  or  with  the  trustee  under 
any  prior  indenture,  if  and  when  such  trustee  shall  be 
entitled  to  receive  the  same;  but  the  Railway  Company 
hereby  expressly  reserves  the  right  at  its  option  to  ex¬ 
tend,  by  one  or  more  extensions  or  renewals,  the  time 
of  payment  of  the  principal  of  any  or  all  of  the 
bonds  constituting  prior  debt  and  secured  by  any  of 


96 


To  deliver  to  Trustee 
pledged  shares  and  bonds, 
when  free. 


To  preserve,  maintain  and 
repair  property. 


Not  to  allow  diminution 
of  proportionate  part  of 
stock  of  any  company  sub¬ 
ject  to  this  indenture. 


the  several  indentures  described  in  Section  1  of  Article 
Three  of  this  indenture,  to  a  date  not  later  than  January 
1,  2000. 

Sec.  7.  Upon  the  discharge  of  any  indenture  or  inden¬ 
tures,  or  other  instrument  or  instruments,  under  which 
they  may  be  pledged,  assigned  or  held  and  to  which  they 
may  be  subject,  the  shares  of  stock  and  bonds  assigned 
to  the  Trustee  by  the  granting  clauses  of  this  indenture, 
or  by  the  terms  hereof  becoming  subject  to  the  lien  of 
this  indenture,  forthwith  shall  be  assigned  and  delivered 
to  the  Trustee,  to  be  held  and  disposed  of  by  it,  subject, 
in  all  respects,  to  tbe  lien  and  operation  of  this  indenture, 
as  security  for  the  payment  of  the  General  Mortgage 
bonds. 

Sec.  8.  The  Railway  Company,  at  all  times,  shall  and 
will  diligently  preserve  all  the  rights  and  franchises  to  it 
granted  and  upon  it  conferred,  and  maintain,  preserve 
and  keep  the  rolling  stock,  fixtures  and  appurtenances 
and  every  part  and  parcel  thereof,  in  good  repair,  working 
order  and  condition,  and  will  keep  the  railways,  premises 
and  estate  subject  to  tliis  indenture  supplied  with  all 
necessary  motive  power,  rolling  stock  and  equipment, 
and,  from  time  to  time,  shall  and  will  thereto  make  all 
needful  and  proper  repairs,  renewals  and  replacements, 
useful  and  proper  alterations,  additions,  betterments  and 
improvements. 

Sec.  9.  Except  as  expressly  authorized  in  this  inden¬ 
ture  the  Railway  Company  will  not  do  or  suffer  to  be  done 
any  act  whereby  a  proportionate  part  subject  to  this 


97 


indenture  of  the  entire  issued  and  outstanding  capital 
stock  of  any  company  shall  be  diminished. 

Except  as  herein  otherwise  expressly  provided,  the 
Railway  Company,  unless  with  the  consent  of  the  Trus¬ 
tee,  will  not  sanction  or  permit  any  company,  of  whose 
capital  stock  the  greater  part  shall  be  pledged  or 
assigned  hereunder,  to  sell  or  otherwise  dispose  of  its 
railroad  or  property  or  any  part  thereof,  except  to 
the  Railway  Company  or  to  some  other  company  of 
whose  capital  stock  not  less  than  the  same  propor¬ 
tionate  part  then  shall  be  owned  by  the  Railway 
Company  and  be  pledged  hereunder.  Any  such  railroad 
or  property  so  acquired  by  the  Railway  Company  forth¬ 
with  and  ipso  facto  shall  become  subject  to  the  lien  of 
this  indenture,  and,  if  requested,  by  proper  instruments 
shall  be  conveyed  to  the  Trustee,  subject  to  any  liens 
then  existing  thereon  or,  upon  such  conveyance,  to  attach 
thereto;  provided,  however,  that  any  company,  of  whose 
capital  stock  the  greater  part  shall  be  pledged  hereunder, 
from  time  to  time,  may  sell  any  of  its  property, 
which,  at  the  time  of  such  sale,  by  resolution  of  its  Board 
of  Directors,  or  Executive  Committee  of  its  Board  of 
Directors,  shall  be  found  no  longer  to  be  necessary  or 
advantageous  to  be  retained  for  the  purposes  of  its  busi¬ 
ness  and  the  sale  of  which  shall  be  authorized  by  a  resolu¬ 
tion  of  its  Board  of  Directors,  or  Executive  Committee  of 
its  Board  of  Directors,  directing  that  the  proceeds  thereof 
shall  be  held  apart  from  all  other  funds  of  such  company 
until  applied  to  the  acquisition  or  construction  of  other 
property. 


Not  to  sell  property  of  any 
company,  stock  of  which 
is  pledged  hereunder. 


98 


Not  to  lease  property  of 
any  company,  stock  of  which 
Is  pledged  hereunder. 


Not  to  permit  any  company, 
stock  of  which  is  pledged 
hereunder,  to  Issue  bonds 
except  as  provided. 


Except  as  herein  otherwise  expressly  provided,  the 
Railway  Company,  unless  with  the  consent  of  the  Trus¬ 
tee,  will  not  sanction  or  permit  any  company,  of  whose 
capital  stock  the  greater  part  shall  be  pledged  or  assigned 
hereunder,  to  lease  its  railroad,  or  any  part  thereof, 
except  to  the  Railway  Company  or  to  some  other 
company  of  whose  capital  stock  not  less  than  the 
same  proportionate  part  then  shall  be  owned  by 
the  Railway  Company  and  be  pledged  hereunder, 
nor  unless  such  lease  be  upon  the  condition  that  it 
shall  terminate  at  the  election  of  the  Trustee,  by 
entry  or  otherwise,  in  case  default  shall  be  made  and 
shall  continue  as  provided  in  Section  2,  Article  Seven, 
hereof,  and  at  the  election  of  the  purchaser  in  case  of  a 
sale  of  the  property  subject  to  this  indenture. 

Sec.  10.  Except  as  herein)  otherwise  expressly  pro¬ 
vided,  the  Railway  Company,  unless  with  the  consent  of 
the  Trustee,  will  not  sanction  or  permit  any  company  of 
whose  capital  stock  the  greater  part,  but  not  more  than 
eighty  per  centum  (80%)  thereof,  shall  be  pledged  or 
assigned  hereunder,  to  issue  any  bonds,  promissory  obli¬ 
gations,  or  other  evidences  of  indebtedness,  unless  the 
same  be  acquired  by  the  Railway  Company  and  assigned, 
pledged  and  delivered  to  the  Trustee  herein,  by  it  to  be 
held  upon  the  trusts  of  this  indenture;  provided,  how¬ 
ever,  nothing  in  this  Section  10  of  Article  Five  contained 
shall  require  the  assignment  or  pledge  under  this  inden¬ 
ture,  or  prevent  the  creation,  issue,  or  disposition,  free 
from  any  lien  thereon  of  this  indenture,  of  any  of  the 
following : 


99 


(er)  Any  bonds,  promissory  obligations  or  other 
evidences  of  indebtedness  issued  or  guaranteed,  or  to 
be  issued  and  guaranteed  by  (1)  the  Chicago,  Bur¬ 
lington  &  Quincy  Railroad  Company,  or  (2)  the 
Spokane,  Portland  and  Seattle  Railway  Company,  or 

(3)  The  Midland  Railway  Company  of  Manitoba,  or 

(4)  any  company  formed  for  the  purpose  of  develop¬ 
ing  and  improving  any  terminal  or  other  property 
owned  or  used  by  the  Railway  Company. 

(6)  Any  bonds  issued  or  guaranteed,  or  to  be 
issued  or  guaranteed,  in  substitution  or  exchange  for, 
or  to  refund  or  renew,  a  like  amount  of  bonded  debt 
of  any  subsidiary  company. 

(c)  Any  extension  of  the  time  for  payment  of 
the  bonded  debt  of  any  subsidiary  company. 

( d )  Any  promissory  obligations  or  other  evidences 
of  indebtedness  which  may  be  issued  in  the  current 
operation  of  its  property  by  any  subsidiary  company, 
if  it  is  an  operating  company. 

(e)  Any  bonds,  promissory  obligations  or  other 
evidences  of  indebtedness  issued  or  guaranteed,  or  to 
be  issued  or  guaranteed,  by  any  subsidiary  company 
which,  or  the  proceeds  of  which,  are  to  be  used  by 
such  company  for  the  construction  or  acquisition  of 
betterments,  additions,  improvements  or  extensions 
of  and  to  property  owned  by  it,  or  additional  prop¬ 
erty  or  bonds  or  stocks  of  other  companies,  or  equip¬ 
ment  for  railroads  which  it  may  own. 

(/)  A  purchase-money  mortgage  or  purchase- 
money  lien  upon  any  property  which  may  hereafter 


100 


To  dispose  of  General 
Mortgage  bonds  according 
to  terms  hereof. 


To  describe  prior  debt  in 
supplemental  mortgages. 


be  acquired  by  any  subsidiary  company,  and  which 
purchase-money  mortgage  or  lien  shall  apply  to,  and 
be  a  charge  upon,  only  such  property  so  acquired. 

( g )  Capital  stock  issued  in  exchange  for  the  debts 
of  any  subsidiary  company,  provided  that  a  majority 
of  all  the  capital  stock  of  such  company  shall  remain 
subject  to  the  lien  of  this  indenture. 

(h)  The  issue  by  any  subsidiary  company  of  regis¬ 
tered  bonds  without  coupons  in  exchange  for  coupon 
bonds,  or  of  coupon  bonds  in  exchange  for  registered 
bonds  without  coupons,  or  of  registered  bonds  with¬ 
out  coupons  or  coupon  bonds  in  exchange  or  substi¬ 
tution  for  such  bonds  mutilated  or  destroyed  or  lost ; 
j)rovided,  however,  that  the  aggregate  principal 
amount  of  such  bonds  outstanding  shall  not  thereby 
be  increased. 

Sec.  11.  The  Railway  Company  will  not  issue,  negotiate, 
sell  or  dispose  of  any  General  Mortgage  bonds  in  any 
manner  other  than  in  accordance  with  the  provisions  of 
this  indenture  and  the  agreements  in  that  behalf  herein 
contained;  and  in  issuing,  selling,  negotiating  or  other¬ 
wise  disposing  of  such  bonds,  from  time  to  time,  it  will 
sell  and  truly  apply,  or  cause  to  be  applied,  the  same,  or 
the  proceeds  thereof,  to  and  for  the  purposes  therein  pre¬ 
scribed,  and  to  or  for  no  other  or  different  purposes. 

Sec.  12.  The  Railway  Company  in  every  indenture 
supplemental  hereto  which  hereafter  may  be  executed, 
will  enumerate  all  mortgages  which  are  liens  upon  the 
railroads  or  parts  thereof  thereby  conveyed  under  which 


101 


bonds  constituting  prior  debt  shall  have  been  issued,  and 
will  describe  such  mortgages  and  state  the  principal 
amount  and  maturity  of  and  interest  borne  by  all  out¬ 
standing  bonds  thereunder. 

Sec.  13.  The  Railway  Company  will  duly  record  this  Railway  company  to 

record  this  indenture. 

indenture  and  every  indenture  supplemental  hereto  which 
hereafter  may  be  executed,  and  will  pay  any  legal  record¬ 
ing  tax  due  on  this  indenture  or  any  indenture  supple¬ 
mental  hereto,  and  will  pay  any  tax  or  fee  legally  due 
at  any  time  upon  the  issuing  of  bonds  secured  hereby, 
and  also  will  make  such  statement  and  do  such  acts  now 
and  hereafter  as  or  shall  be  required  of  it  to  be  made 
or  done  under  any  law  affecting  the  recording  hereof  or 
of  any  supplemental  indenture,  or  the  payment  of  any 
such  tax  or  fee. 

ARTICLE  SIX. 

Control  op  Stocks  and  Bonds  Pledged. 

Section  1.  When  and  as  any  bonds  or  obligations  or  Pledged  stocks  and  bonds 

to  be  delivered  to  Trustee. 

the  certificates  for  any  shares  of  stock,  or  voting  trust 
certificates  representing  the  same,  which  the  Railway 
Company,  by  this  indenture,  has  assigned  or  agreed  to 
assign  and  transfer  to  the  Trustee,  shall  come  into  the 
possession  of  the  Railway  Company  or  under  its  con¬ 
trol,  the  Railway  Company  forthwith  shall  deliver  the 
same  (unless  by  the  terms  of  some  one  or  more  of 
the  mortgages  mentioned  in  Section  1  of  Article 
Three  securing  prior  debt,  said  bonds,  or  obligations,  or 
certificates  must  be  delivered  to  the  trustee  or  trustees 
thereunder),  together  with  proper  instruments  of  assign- 


102 


Prior  lien  of  prior  debt 
bonds  declared. 


Prior  debt  bonds  and  Inden¬ 
tures,  when  to  be  cancelled. 


ment  and  transfer  thereof  to  the  Trustee  or  to  its  nominee 
or  nominees. 

Sec.  2.  Until  the  final  satisfaction  or  release  of  the 
several  mortgages  or  trust  agreements  securing  prior 
debt  as  described  in  Section  1,  Article  Three,  hereof,  all 
the  bonds,  stocks,  equipment  and  other  property  covered 
by  said  indentures  severally  and  respectively,  shall  be 
and  shall  remain  subject  to  the  prior  and  superior  lien 
thereof,  and  shall  be  held  as  provided  in  said  indentures 
severally  and  respectively,  with  all  the  powers,  rights  and 
discretions  and  subject  to  all  the  provisions  set  forth  in 
said  indentures  severally  and  respectively;  and  neither 
the  execution  of  this  indenture  nor  any  action  hereunder 
shall  in  any  manner  affect  said  indentures,  or  any  of 
them,  or  any  rights  of  the  holders  of  the  bonds  thereby 
secured,  or  any  rights  or  duties  of  the  trustees  under  any 
of  said  indentures. 

Whenever  the  Trustee  shall  hold  subject  to  the  lien 
of  this  indenture  all  of  the  outstanding  bonds  secured 
by  any  of  the  indentures  described  in  Section  1  of  Ar¬ 
ticle  Three,  constituting  a  prior  lien  hereto  on  the  prop¬ 
erty  and  premises  covered  hereby,  the  Trustee  in  its  dis¬ 
cretion  may,  and  (provided  that  no  lien  junior  to  the 
one  which  it  is  proposed  to  cancel  and  discharge,  and 
prior  to  the  lien  of  this  indenture,  shall  remain  unsat¬ 
isfied  of  record)  at  the  request  of  the  Railway  Com¬ 
pany  (duly  authorized  by  an  appropriate  resolution 
of  its  Board  of  Directors,  or  Executive  Committee  of 
its  Board  of  Directors,  of  which  a  certified  copy  shall 
be  furnished  to  the  Trustee)  shall,  cancel  all  such  bonds 


103 


secured  by  any  such  indenture  and  shall  take  all  steps 
desirable  or  proper  to  cause  the  indenture  securing 
the  same  to  be  cancelled  or  discharged  of  record  and/or 
mortgaged  or  pledged  premises  and  properties  em¬ 
braced  therein  to  be  released  from  said  indenture,  and 
thereupon  all  bonds,  shares  of  capital  stock  or  other  per¬ 
sonal  property  mortgaged  and  pledged  thereunder  (if 
there  shall  then  be  no  other  prior  lien  thereon  requiring 
the  same  to  be  otherwise  held)  shall  be  delivered  to  and 
held  by  the  Trustee  as  further  security  for  bonds  issued 
hereunder. 

Sec.  3.  Whenever  the  Railway  Company  shall  deliver 
to  the  Trustee  such  instruments  of  conveyance,  assignment 
or  transfer  as,  in  the  judgment  of  the  Trustee,  shall  be 
sufficient  to  subject  directly  to  the  lien  of  this  indenture, 
as  a  first  lien  thereon,  all  the  property,  whether  railways 
or  bonds  or  shares  of  capital  stock,  conveyed,  mortgaged, 
transferred  or  pledged  to  secure  any  series  of  bonds  of 
other  companies,  all,  or  part,  of  which,  shall  have  been 
acquired  by  the  Railway  Company  by  the  use  of  bonds 
issued  under  Section  7,  Article  Three,  of  this  indenture, 
and  all  of  which  series  of  bonds  (except  lost  or  destroyed 
bonds  for  which  satisfactory  indemnity  may  have  been 
given)  shall  then  be  pledged  to  the  Trustee  under  and 
subject  to  the  lien  of  this  indenture,  the  Trustee,  at  the 
request  of  the  Railway  Company  (duly  authorized  by  an 
appropriate  resolution  of  its  Board  of  Directors,  or 
Executive  Committee  of  its  Board  of  Directors,  of  which 
a  certified  copy  shall  be  furnished  to  the  Trustee), 
shall  cancel  all  bonds  of  such  series  so  pledged  to  the 
Trustee  and  shall  take  all  steps  desirable  or  proper  to 


When  property,  securing 
bonds  pledged,  is  conveyed 
to  Trustee,  bonds  to  be  can¬ 
celled  at  request  of  Railway 
Company. 


104 


Trustee’s  authority  for 
registering,  exchanging 
and  stamping  pledged 
bonds. 


Trustee's  authority  for 
transferring  pledged  shares 
of  stock. 


cause  the  mortgage,  trust  deed  or  trust  agreement  secur¬ 
ing  the  same  to  be  cancelled  or  discharged  of  record,  or  the 
mortgaged  or  pledged  premises  and  property  embraced 
therein  to  be  released  from  such  mortgage,  trust  deed  or 
trust  agreement,  and,  thereupon,  all  bonds,  shares  of 
capital  stock  or  other  personal  property  mortgaged  or 
pledged  thereunder  shall  be  delivered  to  and  held  by  the 
Trustee  as  further  security  for  the  bonds  issued  here¬ 
under. 

Sec.  4.  The  Trustee  is  authorized  in  its  discretion 
(1)  to  cause  to  be  registered  in  its  name  as  Trustee,  or 
in  the  name  of  its  nominee  or  nominees,  any  and  all 
coupon  bonds  pledged  and  delivered  to  it  hereunder, 
or  which  at  any  time  hereafter  may  be  received  by  it 
under  and  in  accordance  with  any  of  the  provisions  of  this 
indenture,  or  (2)  to  cause  the  same  to  be  exchanged  for 
registered  bonds  Avithout  coupons  of  any  denomination,  or 
(3)  to  cause  any  such  bonds  to  be  stamped  “Not  nego¬ 
tiable.  Held  by  The  First  National  Bank  of  the  City  of 
Ncav  York,  as  Trustee,  under  the  General  Gold  Bond 
Mortgage  of  the  Great  Northern  Railway  Company,  dated 
January  1,  1921”.  The  Trustee  shall  cause  to  be  trans¬ 
ferred  into  its  name,  as  Trustee  hereunder,  or  into  the 
name  of  its  nominee  or  nominees,  all  registered  bonds 
which  shall  have  been  delivered  and  assigned  to  it  here¬ 
under. 

The  Trustee  at  any  time  may  transfer  into  its  name,  as 
Trustee  hereunder,  all  or  any  shares  of  stock,  the  certifi¬ 
cates  for  which  shall  have  been  pledged  and  delivered 
to  it  hereunder,  or,  in  its  discretion,  the  Trustee  may  hold 


105 


such  certificates  in  the  name  of  the  registered  holder 
thereof  at  the  time  of  such  pledge,  or  in  the  name  of  a 
nominee  of  the  Trustee,  provided  that  in  either  case  the 
same  be  endorsed  in  blank  for  transfer,  or  be  accompanied 
by  proper  instruments  of  assignment  in  blank  duly  ex¬ 
ecuted  by  such  registered  holder. 

The  Trustee  may  do  whatever  may  be  necessary,  in  its 
opinion,  for  the  purpose  of  maintaining,  preserving,  re¬ 
newing  or  extending  the  corporate  existence  of  any  com¬ 
pany,  any  part  of  whose  capital  stock  shall  be  held  by  the 
Trustee  hereunder,  and  for  such  purposes,  from  time  to 
time,  may  sell,  assign,  transfer  and  deliver  so  many  shares 
of  the  capital  stock  of  the  several  companies  as  may  be 
necessary  to  qualify  persons  to  act  as  directors  of,  or  in 
any  other  official  relation  to,  said  companies.  Whenever 
the  Railway  Company  shall  in  writing  so  request  (which 
request  shall  state  that  the  Railway  Company  has  no 
shares  for  that  purpose  under  its  control  other  than  shares 
held  under  this  indenture),  the  Trustee  shall  assign  and 
transfer  to  persons  designated  by  the  Railway  Company 
a  sufficient  number  of  any  shares  that  then  shall  be  held 
by  the  Trustee  hereunder,  to  qualify  such  persons  to  act 
as  directors  of,  or  in  any  official  relation  to,  the  several 
companies  which  issued  such  shares;  provided,  however, 
that  under  this  provision  no  transfer  shall  be  made  which 
shall  reduce  the  amount  of  capital  stock  in  any  such  com¬ 
pany  held  by  the  Trustee,  so  as  to  render  it  less  than  a 
controlling  interest  in  such  capital  stock;  and  in  every 
case  the  Trustee  shall  make  such  arrangements  as  it  shall 
deem  necessary  for  the  protection  of  the  trust  hereunder 
in  respect  of  the  shares  so  assigned. 


Trustee  may  preserve  cor¬ 
porate  existence  of  com¬ 
panies  any  part  of  whose 
stock  is  pledged  hereunder. 


Qualifying  shares. 


106 


Rights  and  duties  of  Trustee 
and  of  Railway  Company 
prior  to  de  fault. 


Collection  of  principal  or 
interest  on  bonds, 
claims,  etc. 


Sec.  5.  Unless  and  until  a  receiver  shall  have  entered 
into  possession  of  the  railways  or  some  of  them  consti¬ 
tuting  part  of  the  mortgaged  premises;  or  unless  and 
until  the  Trustee  shall  have  entered  into  possession  of 
said  railways  or  some  of  them  or  a  part  thereof,  under 
the  powers  herein  granted;  or  unless  and  until  there 
shall  be  a  default  (1)  in  the  payment  of  any  interest  on 
any  General  Mortgage  bond  or  bonds  at  any  time  outstand¬ 
ing;  or  (2)  in  the  payment  of  the  principal  of  any  General 
Mortgage  bond;  or  (3)  in  the  payment  of  any  interest  on, 
or  of  the  principal  of,  any  outstanding  bond  secured  by 
any  mortgage  or  instrument  of  conve3Tance  or  assignment 
in  trust  at  the  time  constituting  a  prior  lien  on  the  mort¬ 
gaged  and  pledged  premises,  or  on  part  thereof;  or  (4)  in 
the  due  observance  or  performance  of  any  other  covenant 
or  condition  in  this  indenture  required  to  be  kept  or  per¬ 
formed  by  the  Railway  Company,  and  such  last-mentioned 
default  shall  have  continued  for  a  period  of  six  months 
after  written  notice  thereof  shall  have  been  given  by  the 
Trustee  to  the  Railway  Company, — 

(a)  the  Trustee  shall  not  (except  with  the  assent 
of  the  Railway  Company)  collect  or  be  entitled  to 
collect  the  principal  or  interest  of  any  bonds,  or  of 
any  other  claims  or  indebtedness,  now  or  hereafter 
subject  to  this  indenture,  whether  at  or  before  or 
after  the  maturity  of  such  bonds  or  other  claims  or 
indebtedness,  and  shall  not  enforce  any  provisions  of 
the  mortgages,  trust  deeds  or  other  instruments  under 
which  such  bonds  or  other  obligations  shall  be  or  shall 
have  been  issued,  or  by  which  the  same  are  secured; 


107 


(b)  the  Railway  Company  shall  be  entitled  to  re¬ 
ceive  all  interest  paid  in  respect  of  all  such  bonds 
or  obligations  and  the  dividends  (except  stock  divi¬ 
dends  and  such  cash  dividends  as  may  be  payable 
upon  or  at  the  dissolution,  liquidation  or  winding 
up  of  any  company)  on  all  shares  of  stock  which 
shall  be  subject  to  this  indenture  although  the  same 
may  have  been  transferred  to  the  Trustee;  and 

(c)  from  time  to  time  (subject  to  the  covenants 
in  respect  thereof  in  this  section  contained)  upon  re¬ 
quest  of  the  Railway  Company,  the  Trustee  shall 
deliver  to  the  Railway  Company  all  coupons  for  such 
interest  then  in  the  possession  of  the  Trustee,  as 
they  mature,  (except  coupons  belonging  to  all  bonds 
secured  by  a  lien  prior  to  the  lien  of  this  indenture, 
upon  any  of  the  railways  or  other  property  of  what¬ 
soever  character  constituting  part  of  the  mortgaged 
and  pledged  premises,  which  shall  be  cancelled  before 
delivery  to  the  Railway  Company),  in  order  that 
the  Railway  Company  may  receive  payment  thereof 
for  its  own  use,  or  may  cause  the  same  to  be  can¬ 
celled;  and  the  Trustee  shall  deliver  to  the  Rail¬ 
way  Company,  suitable  orders  in  favor  of  the  Rail¬ 
way  Company,  or  its  nominee,  for  the  payment  of 
such  interest  and  such  dividends  as,  under  para¬ 
graph  (b)  of  this  Section  5,  the  Railway  Company 
is  entitled  to  receivte,  and  the  Railway  Company 
may  collect  such  coupons,  interest  and  dividends 
(but  not  by  any  proceeding  which  the  Trustee  shall 
deem  prejudicial  to  the  trusts  hereunder),  and  the 


108 


Trustee  upon  demand  shall  pay  over  to  the  Rail¬ 
way  Company  all  such  interest  and  dividends  which 
may  be  collected  or  be  received  by  the  Trustee; 


Restrictions  upon  Railway 
Company  as  to  pledged 
bonds,  claims  and  stocks. 


Provided ,  however,  and  hereby  it  is  declared  and  agreed, 
except  as  in  this  indenture  otherwise  expressly  provided, 
that 

(1)  the  Railway  Company  shall  not  be  entitled  to 
receive  and  the  Trustee  shall  not  pay  over  to  the  Rail- 
Avay  Company  the  principal  of  any  bond  subject 
to  this  indenture; 


(2)  the  Railway  Company  shall  not  be  entitled  to 
receive  and  the  Trustee  shall  not  pay  over  any  in¬ 
terest  on  any  such  bonds,  or  the  principal  of,  or 
interest  on,  any  other  such  obligations,  claims  or  in¬ 
debtedness,  which  shall  have  been  collected  or  paid 
out  of  the  proceeds  of  any  sale  or  condemnation  of 
the  property  covered  byr  a  mortgage  securing  such 
bonds,  or  out  of  the  proceeds  of  the  sale  of  any  other 
property  of  the  company  liable  upon  such  bonds, 
obligations,  claims  or  indebtedness  in  case  of  a  dis¬ 
solution  or  liquidation  of  such  company ;  it  being  the 
intention  that  the  Railway  Company  shall  be  entitled 
to  receive  only  payments  made  out  of  the  rents, 
revenues,  income  or  proceeds  of  operation  of  such 
properties ; 


(3)  the  Railway  Company  shall  not  sell,  assign  or 
transfer  any  such  coupon  or  right  to  interest  or  divi¬ 
dends  delivered  or  assigned  to  it,  or  any  other  such 
claim  or  indebtedness,  except  subject  to  this  inden¬ 
ture  ; 


109 


(4)  the  Railway  Company  shall  not  collect  any 
such  coupons  or  interest  or  dividends,  or  any  other 
such  claims  or  indebtedness,  by  legal  proceedings  or 
by  enforcement  of  any  security  therefor,  except  with 
the  written  assent  of  the  Trustee,  nor  in  any  manner 
which  the  Trustee  shall  deem  prejudicial  to  the  trusts 
hereunder;  and 

(5)  until  actually  paid,  released  or  discharged, 
every  such  coupon  or  right  to  interest  or  dividends, 
and  all  other  such  claims  and  indebtedness  shall  re¬ 
main  subject  to  the  lien  of  this  indenture. 

The  Trustee  shall  be  entitled  to  assume  that  any  interest 
received  by  it  on  any  bond  or  other  obligation,  claim  or 
indebtedness,  or  any  dividends  received  on  any  shares  of 
stock,  is  paid  out  of  rents,  revenues,  income  or  proceeds 
of  operation,  until  it  is  notified  in  writing  to  the  con¬ 
trary  ;  and  in  the  absence  of  any  such  written  notification 
it  shall  be  conclusively  presumed  as  between  the  Trustee 
and  the  bondholders,  that,  in  making  any  payments 
thereof  to  the  Railway  Company,  the  Trustee  acted  in 
good  faith,  and  the  Trustee  shall  be  fully  protected  in 
making  any  such  payment  to  the  Railway  Company. 

If  any  such  coupons  or  if  any  evidence  of  any  such  claim 
or  indebtedness,  delivered  to  the  Railway  Company  here¬ 
under,  shall  not  as  aforesaid  forthwith  be  paid  or  can¬ 
celled,  the  Railway  Company  shall  return  the  same  to  the 
Trustee,  and,  in  case  of  the  payment  of  any  such  coupons, 
claim  or  indebtedness,  shall,  upon  the  demand  of  the 
Trustee,  furnish  satisfactory  evidence  of  the  cancellation 
and  extinguishment  thereof. 


Interest  paid  to  Trustee 
presumed  to  be  out 
of  income. 


When  Railway  Company 
must  return  unpaid  cou¬ 
pons  to  Trustee. 


no 


When  moneys  received  by 
Trustee  on  pledged  securi¬ 
ties  shall  be  paid  to  Railway 
Company. 


Sec.  0.  In  case  (1)  any  sum  shall  he  paid  before,  at 
or  after  maturity,  on  account  of  the  principal  of  any 
bonds  or  other  obligations  subject  to  this  indenture,  (2) 
any  sum  shall  be  paid  on  account  of  the  interest  on  any 
such  bonds  or  obligations  out  of  the  proceeds  of  the  sale 
of  property  covered  by  a  mortgage  or  deed  of  trust  secur¬ 
ing  such  bonds  or  obligations,  or  (3)  upon  the  dissolution 
or  liquidation  of  any  company,  any  sum  shall  be  paid  upon 
any  shares  of  capital  stock  subject  to  this  indenture,  then 
in  any  such  case  any  such  sum,  unless  required  to  be  paid 
to  and  received  by  the  trustee  under  any  indenture  consti¬ 
tuting  a  lien  prior  to  the  lien  of  this  indenture  on  the 
mortgaged  and  pledged  premises,  or  part  thereof,  or  unless 
applied  on  account  of  the  purchase  price  of  property  pur¬ 
chased  pursuant  to  Section  8  of  this  Article,  shall  be  re¬ 
ceived  by  the  Trustee  and  shall,  from  time  to  time,  be  paid 
over  by  the  Trustee  to  the  Railway  Company  to  reimburse 
it  for  expenditures  by  it  made,  or  to  enable  it  to  pay  lia¬ 
bilities  incurred  and  forthwith  payable,  for  any  pur¬ 
pose  for  which  bonds  or  their  proceeds  or  deposited 
cash  may  be  used  under  Section  7,  Article  Three, 
hereof,  upon  certificates  of  such  expenditures  or 
liabilities  signed  by  the  President,  or  a  Vice-President, 
or  the  Chief  Engineer,  and  by  the  Treasurer,  or  Comptrol¬ 
ler,  or  other  chief  accounting  officer  of  the  Railway  Com¬ 
pany,  and  otherwise  subject  to  the  provisions  and  restric¬ 
tions  of  said  Section  7.  Such  certificates  shall  be  in  the 
form  required  by  said  Section  7,  Article  Three,  hereof, 
and  shall  be  full  protection  to  the  Trustee  for  its  action 
on  the  faith  thereof. 


Ill 


Any  of  said  moneys  may  also  he  used  by  the  Railway 
Company  for  the  purchase  of  bonds  previously  issued 
under  the  provisions  of  this  indenture,  at  a  price  or  prices 
not  exceeding  the  fair  market  value  thereof  at  the  time 
of  purchase.  Upon  delivery  to  and  deposit  with  the  Trustee 
from  time  to  time  of  bonds  issued  under  this  indenture, 
either  in  bearer  form  or  accompanied  by  proper  instru¬ 
ments  of  assignment  and  transfer,  whether  cancelled  or 
uncancelled  (together  with  all  unmatured  coupons,  if  any, 
thereto  belonging),  the  Trustee  out  of  the  moneys  referred 
to  in  this  Section  6  of  this  Article  Six,  shall  pay  to  the 
Railway  Company,  or  upon  its  written  order,  a  sum  equal 
to  the  fair  market  value  expended,  or  to  be  expended,  by 
the  Railway  Company  in  the  acquisition  of  the  bonds  so 
delivered  to  and  deposited  with  the  Trustee.  Said  fair 
market  value  shall  in  no  event  exceed  the  principal 
amount  of  such  bonds  so  delivered  to  and  deposited  with 
the  Trustee.  Any  uncancelled  General  Mortgage  bonds 
delivered  to  and  deposited  with  the  Trustee  under  and 
pursuant  to  this  Section  G  of  this  Article  Six,  shall  be 
cancelled  by  the  Trustee  upon  the  written  order  of  the 
Railway  Company. 

Sec.  7.  Unless  and  until  some  one  of  the  events  de¬ 
scribed  in  the  first  paragraph  of  Section  5  of  this  Article 
shall  have  happened,  the  Railway  Company  shall  have 
the  right  to  vote  upon  all  shares  of  stock  subject  to  this 
indenture  for  all  purposes  not  contrary  to  the  covenants 
herein  contained  or  otherwise  inconsistent  with  the  pro¬ 
visions  or  purposes  of  this  indenture,  and  with  the  same 
force  and  effect  as  though  such  shares  were  not  subject 


Moneys  received  under  l h is 
section  may  be  used  to 
retire  General  Mortgage 
bonds. 


Railway  Company  to  vote 
pledged  stock,  prior  to 
default. 


112 


Rights  and  duties  of  Trustee, 
in  ease  of  default  of  prin¬ 
cipal  or  interest  of  bonds 
pledged. 


to  this  indenture;  and,  from  time  to  time,  upon  demand 
of  the  Railway  Company,  the  Trustee  forthwith  shall 
execute  and  deliver,  or  shall  cause  to  be  executed  and 
delivered,  to  the  Railway  Company,  or  to  its  nominees, 
suitable  powers  of  attorney  or  proxies  to  vote  upon  any 
shares  of  stock  which  shall  have  been  transferred  to  the 
Trustee  or  its  nominees.  The  Railway  Company  cove¬ 
nants  that  it  will  not  vote  said  shares  of  capital  stock 
or  any  of  them  under  any  power  of  attorney  or  proxy 
executed  and  delivered  to  it  under  the  provisions  of  this 
Section  7  of  Article  Six,  for  any  purpose  or  purposes  con¬ 
trary  to  or  inconsistent  with  the  provisions  or  purposes 
of  this  indenture. 

Sec.  8.  In  case  default  shall  be  made  in  the  payment  of 
the  principal  or  interest  of  any  bonds  or  obligations  which 
shall  have  been  delivered  to  and  shall  be  held  by  the 
Trustee  hereunder,  or  of  any  other  bonds  then  secured 
by  the  same  mortgage  or  deed  of  trust  as  such  bonds  held 
by  the  Trustee,  then,  and  in  any  such  case,  if  the  Trustee 
shall  hold  more  than  ninety  per  centum  in  amount  of  the 
entire  issue  of  such  bonds  or  obligations  in  default,  the 
Trustee,  without  prejudice,  however,  to  its  right  to  claim 
a  default  under  this  indenture,  or  to  assert  any  right 
consequent  upon  such  default,  shall,  upon  the  written 
request  of  the  Railway  Company  (the  Railway  Com¬ 
pany  not  then  being  in  default  under  this  indenture), 
and,  if  required  by  the  Trustee  hereunder,  upon  receiving 
indemnity  satisfactory  to  it,  and  in  other  cases  upon  such 
written  request  it  may,  in  its  discretion,  cause  proper 
proceedings  to  be  instituted  and  prosecuted  in  some  court 


113 


of  competent  jurisdiction  to  foreclose  or  enforce  the 
mortgage,  or  trust,  or  charge,  by  which  such  bonds  or 
obligations  in  default  are  secured.  In  case  of  the  happen¬ 
ing  of  any  of  the  events  hereinafter  denominated  events 
of  default,  or  in  case  the  Trustee  shall  have  entered,  or 
shall  have  elected  to  enter,  into  possession  of  the  rail¬ 
ways  or  some  of  them  constituting  part  of  the  mortgaged 
and  pledged  premises,  either  under  the  power  herein  con¬ 
ferred,  or  by  the  voluntary  action  of  the  Railway  Com¬ 
pany,  or  in  case  a  receiver  shall  have  entered  into  pos¬ 
session  of  the  railways  or  some  of  them  constituting  part 
of  the  mortgaged  premises,  then,  and  in  any  such  case, 
the  Trustee,  in  its  discretion,  may  institute  such  proceed¬ 
ings  without  such  written  request. 

In  case  (1)  at  any  time  any  company,  of  whose  capital 
stock  the  greater  part  shall  be  held  by  the  Trustee  subject 
to  this  indenture  as  a  first  lien  thereon,  shall  be  dissolved 
or  liquidated,  or  in  case  (2)  all  or  any  property  of  any 
such  company  shall  be  sold  at  any  judicial  or  other  sale, 
or  in  case  (3)  any  property  covered  by  a  mortgage  secur¬ 
ing  any  bonds,  or  subject  to  any  charge  or  trust  for  the 
payment  of  any  other  obligations,  held  by  the  Trustee  sub¬ 
ject  to  this  indenture  as  a  first  lien  thereon,  shall  be  sold 
upon  foreclosure  of  such  mortgage,  or  by  enforcement  of 
such  charge  or  trust, — then,  in  any  such  event,  if  the  prop¬ 
erty  of  such  dissolved  or  liquidated  company,  or  the  prop¬ 
erty  sold,  can  be  acquired  by  crediting  on  the  bonds,  obli¬ 
gations,  claims,  indebtedness  or  stock,  held  by  the  Trustee 
hereunder,  any  sum  accruing  or  to  be  received  thereon 
out  of  the  proceeds  of  such  property,  and  by  paying  not 
more  than  ten  per  centum  of  the  price  of  such  property 


Rights  and  duties  of 
Trustee  in  case  of  dissolu¬ 
tion  of  companies,  securities 
of  which  are  pledged. 


114 


What  Trustee  may  do  before 
default  with  consent  and 
after  default  without  con¬ 
sent  of  Railway  Company. 


in  cash  (or  more  than  ten  per  centum,  if  the  holders  of  a 
majority  in  amount  of  the  General  Mortgage  bonds  shall 
so  request),  the  Trustee  in  its  discretion  may,  and,  if 
requested  in  writing  by  the  Railway  Company  or  by  the 
holders  of  a  majority  in  amount  of  the  General  Mortgage 
bonds  and  provided  with  the  amount  of  cash  necessary 
therefor  (whether  such  amount  be  more  or  less  than  ten 
per  centum  of  the  price  of  such  property),  in  every  case 
shall,  purchase  or  cause  to  be  purchased,  or  permit  the 
Railway  Company  to  purchase,  such  property,  either  in 
the  name  or  on  behalf  of  the  Trustee  or  of  the  Railway 
Company,  or  by  purchasing  trustees,  as  the  Trustee  may 
determine,  and  shall  use,  or  permit  the  Railway  Company 
to  use,  such  bonds,  obligations,  claims,  indebtedness  and 
stock,  so  far  as  may  be,  to  make  payment  for  such  prop¬ 
erty;  and  in  case  of  any  such  purchase  the  Trustee  shall 
take  such  steps  as  it  may  deem  proper  to  cause  such 
property  to  be  vested  either  in  the  Railway  Company, 
subject  to  this  indenture,  or  in  some  other  corporation 
organized  or  to  be  organized  with  power  to  acquire  and 
manage  such  property;  'provided,  that  all  the  bonds  and 
other  indebtedness  and  capital  stock  thereof  (excepting 
the  number  of  shares  required  to  qualify  directors)  shall 
be  received  by  the  Trustee  and  shall  be  held  for  the  benefit 
of  the  Railway  Company,  or  its  assigns,  subject  to  this 
indenture. 

With  the  written  consent  of  the  Railway  Company,  but 
not  otherwise,  the  Trustee  at  any  time  may  vote  upon  any 
shares  of  stock  that  shall  be  held  by  it  hereunder  and  may 
take  such  other  action  as  in  its  discretion  it  shall  deem 


115 


advisable  to  protect  its  interests  and  the  interests  of  the 
bondholders  hereunder  in  respect  of  any  bonds,  obliga¬ 
tions  or  stocks  subject  to  the  lien  hereof,  and,  with  such 
consent  of  the  Railway  Company,  the  Trustee  may  join 
in  any  plan  of  reorganization  in  respect  of  any  such  bonds 
or  stocks  and  may  accept  new  securities  issued  in  ex¬ 
change  therefor  under  such  plan.  In  case  of  the  hap¬ 
pening  of  any  of  the  events  hereinafter  denominated 
events  of  default,  or  in  case  the  Trustee  shall  have  entered, 
or  shall  have  elected  to  enter,  into  the  railways  or  some 
of  them  constituting  part  of  the  mortgaged  and  pledged 
premises  either  under  the  power  herein  conferred,  or  by 
the  voluntary  action  of  the  Railway  Company,  or  in  case 
a  receiver  shall  have  entered  into  possession  of  the  rail¬ 
ways  or  some  of  them  constituting  part  of  the  mortgaged 
premises,  the  Trustee  shall  be  entitled  to  take  such  steps 
without  the  consent  of  the  Railway  Company. 

The  Railway  Company  covenants  that,  on  demand  of  Reimbursement  of  Trustee, 
the  Trustee,  it  forthwith  will  pay,  or  satisfactorily  will 
provide  for,  all  expenditures  incurred  by  the  Trustee 
under  any  of  the  provisions  of  this  section,  including  all 
sums  required  to  obtain  and  perfect  the  ownership  and 
title  to  any  property  which  the  Trustee  shall  purchase  or 
shall  cause  to  be  purchased  or  which  the  Railway  Com¬ 
pany  shall  purchase  pursuant  to  the  provisions  of  this 
section,  and  in  case  the  Railway  Company  shall  fail  so 
to  do,  then,  without  impairment  of,  or  prejudice  to,  any 
of  its  rights  hereunder  by  reason  of  the  default  of  the 
Railway  Company,  the  Trustee,  in  its  discretion,  may 
advance  all  such  expenses  and  other  moneys  required,  or 
may  procure  such  advances  to  be  made  by  others,  and  for 


116 


When  proceeds  of  sale  shall 
be  paid  by  Trustee  to 
Railway  Company. 


Consolidations,  mergers, 
sales. 


such  advances  made  by  the  Trustee,  or  by  others  at  its 
request,  with  interest  thereon,  the  Trustee  shall  have  a 
lien  under  this  indenture  preferentially  to  the  bonds 
hereby  secured  upon  all  the  bonds,  obligations,  claims, 
indebtedness  and  stocks  in  respect  of  which  such  advances 
shall  have  been  made,  and  the  proceeds  thereof,  and  any 
property  acquired  by  means  thereof,  as  well  as  upon  the 
mortgaged  and  pledged  premises. 

In  case  neither  the  Trustee  nor  the  Railway  Company 
shall  purchase  or  cause  to  be  purchased  the  property  sold 
at  any  such  sale,  and  the  Trustee  shall  not  join  in  a  plan 
of  reorganization  as  aforesaid  in  respect  of  such  bonds 
or  stocks,  then  the  Trustee  shall  receive  any  portion  of 
the  proceeds  of  the  sale  accruing  on  the  securities  by  it 
held  hereunder,  and  such  proceeds,  from  time  to  time, 
shall  be  paid  over  to  the  Railway  Company,  to  reimburse 
it  for  expenditures  made  for  any  purpose  for  which 
bonds  or  the  proceeds  thereof,  or  deposited  cash,  may  be 
used  under  Section  7,  Article  Three,  hereof,  upon  the 
certificates  and  subject  to  the  restrictions  and  provisions 
as  set  forth  in  said  section,  which  certificates  shall  be 
in  the  form  required  by  the  said  section,  and  shall  be  full 
protection  to  the  Trustee  for  its  action  on  the  faith  thereof. 

Sec.  9.  Anything  in  this  indenture  to  the  contrary  not¬ 
withstanding,  any  company,  all  or  part  of  wdiose  capital 
stock  shall  be  subject  to  this  indenture,  may  be  merged  or 
consolidated  with  the  Railway  Company,  or  all  or  any 
part  of  its  property  may  be  sold  or  conveyed  to  the  Rail¬ 
way  Company.  In  the  event  of  such  consolidation  or 
merger  or  sale,  this  indenture  shall  become  and  be  a  lien 


117 


upon  the  property  of  the  company  so  consolidated  or 
merged  with  the  Railway  Company,  or  upon  the  property 
so  sold  or  conveyed  to  the  Railway  Company,  with  the 
same  force  and  effect  as  if  expressly  conveyed  by  this 
indenture,  and  the  holders  of  the  General  Mortgage  bonds 
shall  always  have  as  full  and  complete  a  lien  upon  such 
property  as  that  herein  created  by  the  pledge  of  the  stock 
and  bonds  of  such  constituent  company,  or  of  such  selling 
company,  to  the  Trustee  hereunder. 

Anything  in  this  indenture  to  the  contrary  notwith¬ 
standing,  any  company,  all  or  part  of  whose  capital  stock 
shall  be  subject  to  this  indenture,  may  be  merged  or  be 
consolidated  with,  or  all  its  property  may  be  sold  or 
conveyed  as  an  entirety  to,  any  other  company,  the  greater 
part  of  whose  capital  stock  shall  be  owned  by  the  Railway 
Company  and  be  subject  to  this  indenture;  provided ,  how¬ 
ever,  that  the  portion  of  the  capital  stock  of  any  company 
formed  by  such  consolidation  or  into  which  such  merger 
shall  be  made,  issued  for  or  in  lieu  of  stocks  of  the  con¬ 
stituent  companies  parties  to  such  consolidation  or  merger, 
previously  pledged  hereunder,  shall  always  bear  to  the 
total  capital  stock  of  such  company  a  proportionate  rela- 
tion  at  least  as  high  (but  never  less  than  a  majority 
thereof)  as  that  borne  by  such  previously  pledged  stock  to 
the  aggregate  capital  stock  of  such  constituent  companies ; 
and  provided  f  urther  that  in  the  case  of  any  such  sale  by 
any  company  of  its  property,  the  stock  of  the  purchasing 
company  becoming  subject  to  this  indenture  shall  bear  to 
its  capital  stock  a  proportionate  relation  at  least  as  high 
(but  never  less  than  a  majority  thereof)  as  that  borne  by 
the  previously  pledged  stock  of  the  purchasing  and  selling 


118 


Exchange,  etc.,  of  securities 
in  case  of  consolidation. 


Renewals, .extensions  and 
substitutions  of  bonds 
pledged. 


companies  to  the  aggregate  of  the  capital  stock  of  said 
companies.  All  stock  of  the  company  formed  by  such  con¬ 
solidation  or  into  which  such  merger  shall  he  made,  issued 
for  or  in  lieu  of  stocks  of  the  constituent  companies  par¬ 
ties  to  such  consolidation  or  merger,  previously  pledged 
hereunder,  and  all  stock  of  the  purchasing  company  issued 
in  lieu  of  previously  pledged  stock  of  the  selling  company, 
shall  become  and  be  subject  to  this  indenture,  and  shall 
be  held  by  (he  Trustee  hereunder  pursuant  to  the  pro¬ 
visions  hereof,  and  the  holders  of  the  General  Mortgage 
bonds  shall  always  have  a  lien  upon  such  portion  of  such 
stock  of  such  successor  or  purchasing  company  as  full 
and  complete  as  upon  the  stock  of  such  constituent  com¬ 
panies,  by  reason  of  the  pledge  hereunder. 

The  Trustee  may  make  any  exchange,  substitution,  can¬ 
cellation  or  surrender  of  securities  required  for  the 
purposes  or  in  accomplishment  of  any  such  merger,  con¬ 
solidation  or  sale  in  this  section  authorized;  and  may 
receive  the  opinion  of  any  counsel  approved  by  it  as  to 
the  legal  effect  of  any  such  merger,  consolidation  or  sale, 
and  as  to  the  steps  necessary  to  be  taken  to  consummate 
the  same,  and  as  to  any  other  matter  under  this  section; 
and  such  opinion  shall  be  full  protection  to  the  Trustee 
for  any  action  by  it  taken  or  suffered  pursuant  thereto. 

Sec.  10.  Unless  some  one  or  more  of  the  events  of  de¬ 
fault  enumerated  in  Section  2  of  Article  Seven  of  this 
indenture  shall  have  occurred  and  be  continuing,  nothing 
herein  contained  shall  prevent  (1)  the  renewal  or  exten¬ 
sion,  if  without  impairment  of  lien  or  security,  of  any 
bond  or  obligation  maturing  on  or  prior  to  July  1, 


119 


2121,  secured  by  a  mortgage  upon  the  property  of  any 
company,  the  greater  part  of  whose  capital  stock  here¬ 
after  shall  become  subject  to  this  indenture;  or  of  any 
bonds  or  obligations  maturing  prior  to  July  1,  2121, 
which  now  are  or  hereafter  shall  become  subject  to  this 
indenture;  or  (2)  the  issue,  in  place  of  and  in  sub¬ 
stitution  for  any  such  bonds  or  obligations  (above  in  this 
Section  10  described),  of  other  bonds  or  obligations  for 
equivalent  amounts,  adequately  secured  by  a  similar  mort¬ 
gage  or  lien  upon  the  same  property;  provided,  however, 
that  in  case  any  bonds  or  obligations  subject  to  this  in¬ 
denture  shall  be  so  renewed  or  extended,  such  bonds  or 
obligations  as  so  renewed  or  extended  shall  continue  sub¬ 
ject  to  this  indenture  to  the  same  extent,  and  shall  be 
lodged  and  held  in  the  same  manner  as  theretofore;  and 
that  in  case  any  bonds  or  obligations  subject  to  this  in¬ 
denture  shall  be  exchanged  for  bonds  or  obligations  sub¬ 
stituted  as  aforesaid,  the  substituted  bonds  or  obligations 
forthwith  and  ipso  facto  shall  become  subject  to  this 
indenture  to  the  same  extent,  and  shall  be  lodged  and 
held  in  the  same  manner  as  those  for  which  they  are 
substituted. 

At  any  time,  in  its  discretion,  the  Trustee  may,  and,  if 
requested  in  writing  by  the  Railway  Company,  it  shall, 
consent  to  any  such  renewal,  extension  or  substitution. 
The  Trustee  may  receive  the  opinion  of  any  counsel 
approved  by  it  as  conclusive  evidence  that  any  such 
renewal,  extension  or  substitution  is  in  compliance  with 
the  provisions  of  this  section. 


120 


Effect  of  separating 
coupons  after  maturity 
from  bonds. 


Events  of  default  defined. 


ARTICLE  SEVEN. 

Remedies  of  Trustee  and  Bondholders. 

Section  1.  Neither  any  coupon  belonging  to  any  Gen¬ 
eral  Mortgage  bond,  nor  any  claim  for  interest  on  any 
registered  bond,  which  in  any  way,  at  or  after  maturity, 
shall  have  been  transferred  or  pledged  separate  and  apart 
from  the  bond  to  which  it  relates,  shall,  unless  accom¬ 
panied  by  such  bond,  be  entitled,  in  case  of  a  default  here 
under,  to  any  benefit  of  or  from  this  indenture,  except 
after  the  prior  payment  in  full  of  the  principal  of  all  the 
bonds  issued  hereunder,  and  of  all  coupons  and  interest 
obligations  not  so  transferred  or  pledged. 

Sec.  2.  If  one  or  more  of  the  following  events,  herein¬ 
after  called  the  events  of  default,  shall  happen,  that  is 
to  say: 

(a)  default  shall  be  made  in  the  payment  of  any 
installment  of  interest  on  any  of  the  General  Mort¬ 
gage  bonds  when  and  as  the  same  shall  become  pay¬ 
able,  as  therein  and  herein  expressed,  and  such 
default  shall  continue  for  the  space  of  six  months,  or 
default  shall  be  made  in  the  payment  of  the  princi¬ 
pal  of  any  such  bonds  when  the  same  shall  become 
due  and  payable  either  by  the  terms  thereof,  or  other¬ 
wise,  as  herein  provided ; 

(b)  default  shall  be  made  in  the  observance 
or  performance  of  any  other  of  the  covenants, 
conditions  and  agreements  on  the  part  of  the  Rail¬ 
way  Company,  its  successors  or  assigns,  in  the  Gen¬ 
eral  Mortgage  bonds  or  in  this  indenture  contained, 


121 


and  such  default  shall  continue  for  the  space  of  six 
months  after  written  notice  from  the  Trustee,  speci¬ 
fying  such  default  and  requiring  the  same  to  be 
remedied ; 

(c)  default  shall  be  made  in  the  payment  of  the 
interest  on  any  bonds  or  obligations  secured  by  mort¬ 
gage  or  other  lien  prior  to  the  lien  of  this  indenture 
on  the  mortgaged  and  pledged  premises,  or  any  part 
thereof,  and  by  reason  of  such  default  any  right  of 
action  or  of  entry  shall  have  arisen  under  any  such 
mortgage  or  other  prior  lien ; 

(d)  the  Railway  Company  shall  fail,  on  the  matur¬ 
ity  (subject,  however,  to  the  right  to  extend  the  pay¬ 
ment  thereof  as  provided  in  Section  6  of  Article 
Five  of  this  indenture)  of  any  bonds  constituting 
prior  debt,  and  on  presentation  thereof  in  accordance 
with  the  terms  thereof,  either  to  pay  said  bonds  or 
to  cause  said  bonds  to  be  taken  up  and  delivered  to 
the  Trustee  to  be  held  under  this  indenture; 

then,  and  in  each  and  every  such  case,  the  Trustee  person-  Trustee  s  rights,  in  case 
ally,  or  by  its  agents  or  attorneys,  may  enter  into  and  °£  defau  l' 
upon  all  or  any  part  of  the  railways,  rolling  stock,  prop¬ 
erty  and  premises,  lands,  rights,  interests  and  franchises 
hereby  conveyed,  or  intended  so  to  be,  and  each  and 
every  part  thereof,  and  may  exclude  the  Railway  Com¬ 
pany,  its  agents  and  servants  wholly  therefrom;  and, 
having  and  holding  the  same,  may  use,  operate,  manage 
and  control  said  railways  and  other  premises,  regulate 
the  tolls  for  the  transportation  of  passengers  and  freight 


122 


Application  of  Income 
received  by  Trustee  while 
in  possession. 


thereon,  and  conduct  the  business  thereof,  either  per¬ 
sonally  or  by  its  superintendents,  managers,  receivers, 
agents  and  servants  or  attorneys;  and  upon  every  such 
entry  the  Trustee,  at  the  expense  of  the  trust  estate, 
from  time  to  time,  either  by  purchase,  repairs  or  con¬ 
struction,  may  maintain  and  restore  and  may  insure 
or  keep  insured  the  rolling  stock,  tools  and  machinery 
and  other  property,  buildings,  bridges  and  structures 
erected  or  provided  for  use  in  connection  with  said  rail¬ 
ways  and  other  premises,  whereof  it  shall  become  pos¬ 
sessed,  as  aforesaid,  in  the  same  manner  and  to  the 
same  extent  as  is  usual  with  railway  companies;  and 
likewise,  from  time  to  time,  at  the  expense  of  the  trust 
estate,  may  make  all  necessary  or  proper  repairs,  renewals 
and  replacements,  and  useful  alterations,  additions,  bet¬ 
terments  and  improvements  thereto  and  thereon,  as  to  it 
may  seem  judicious;  and,  in  such  case,  the  Trustee  shall 
have  the  right  to  manage  the  mortgaged  and  pledged  prem¬ 
ises  and  to  carry  on  the  business  and  exercise  all  rights 
and  powers  of  the  Railway  Company,  either  in  the  name 
of  the  Railway  Company  or  otherwise,  as  the  Trustee  shall 
deem  best.  And  the  Trustee  shall  be  entitled  to  collect  and 
receive  all  tolls,  earnings,  income,  rents,  issues  and  profits 
of  the  same  and  every  part  thereof,  and  also  the  income 
from  stocks  and  bonds  subject  to  this  indenture.  And  after 
deducting  the  expenses  of  operating  said  railways  and 
other  premises,  and  of  conducting  the  business  thereof, 
and  of  all  repairs,  maintenance,  renewals,  replacements, 
alterations,  additions,  betterments  and  improvements,  and 
all  payments  which  may  be  made  for  taxes,  assessments, 
insurance,  and  prior  or  other  proper  charges  upon  the 


123 


mortgaged  and  pledged  premises,  or  any  part  thereof,  as 
well  as  just  and  reasonable  compensation  for  its  own  ser¬ 
vices  and  for  all  agents,  clerks,  servants  and  other  em¬ 
ployes  by  it  properly  engaged  and  employed,  the  Trustee 
shall  apply  the  moneys  arising  as  aforesaid,  as  follows: 

(a)  in  case  the  principal  of  the  General  Mortgage 
bonds  shall  not  have  become  due,  to  the  payment  of 
the  interest  in  default  in  the  order  of  the  maturity 
of  the  installments  of  such  interest,  with  interest 
thereon  at  the  same  rate  of  interest  as  was  borne 
by  the  bond  on  which  such  interest  shall  be  in  default, 
such  payments  to  be  made  ratably  to  the  persons  en¬ 
titled  thereto,  without  discrimination  or  preference; 

(b)  in  case  the  principal  of  the  General  Mortgage 
bonds,  or  any  series  thereof,  shall  have  become  due, 
by  declaration  or  otherwise,  to  the  payment  of 
the  accrued  interest,  with  interest  on  the  overdue 
installments  thereof  at  the  same  rate  of  interest  as 
was  borne  by  the  bonds  on  which  such  interest  shall 
be  in  default,  and  to  the  payment  of  the  principal 
of  all  the  General  Mortgage  bonds,  whether  due  or  not 
due;  in  every  instance  such  payments  to  be  made 
ratably  to  the  persons  entitled  to  such  payment,  with¬ 
out  any  discrimination  or  preference. 

These  provisions,  however,  are  not  intended  in  anywise 
to  modify  the  provisions  of  Section  1  of  this  Article,  but 
are  subject  thereto. 

Sec.  3.  In  case  some  one  of  the  events  described 
in  the  first  paragraph  of  Section  5  of  Article 


124 


Trustee’s  control  of 
pledged  securities  and 
application  of  income,  In 
case  of  default. 


Six  of  this  indenture  shall  have  happened,  the 
Trustee,  subject  to  the  provisions  of  the  first  para¬ 
graph  of  Section  2,  Article  Six,  of  this  indenture,  shall 
be  entitled  to  vote  on  all  shares  of  stock  then  subject 
to  the  lien  of  this  indenture,  and,  for  the  benefit  of  the 
holders  of  the  General  Mortgage  bonds,  shall  be  entitled 
to  collect  and  receive  all  dividends  on  all  such  shares  of 
stock  and  all  sums  payable  for  principal,  interest  or 
otherwise  upon  any  bonds  or  obligations  that  shall  then 
be  subject  to  this  indenture,  and  to  apply  as  hereinbefore 
provided  the  net  moneys  received;  and,  as  holder  of  any 
such  shares  of  stock  and  of  any  such  bonds,  to  perform  any 
and  all  acts,  or  to  make  or  execute  any  and  all  trans¬ 
fers,  requests,  requisitions  or  other  instruments,  for  the 
purpose  of  carrying  out  the  provisions  of  this  section; 
but  in  the  event  that  a  receiver  of  any  railway  upon  which 
this  indenture  is  a  first  lien  shall  have  been  appointed 
and  shall  be  in  possession  thereof,  in  the  enforcement  of 
this  indenture  or  pursuant  to  the  provisions  hereof,  the 
Trustee,  from  time  to  time  in  its  discretion,  may,  and  if 
requested  by  the  holders  of  a  majority  in  amount  of  the 
General  Mortgage  bonds,  it  shall,  turn  over  any  part  or 
all  of  the  interest  moneys  and  dividends,  so  collected  by  it, 
to  such  receiver,  and  may  co-operate  with  such  receiver  in 
managing  and  operating  the  entire  system  of  the  Railway 
Company  in  such  manner  as  the  Trustee  shall  deem  for 
the  best  interest  of  the  holders  of  the  General  Mortgage 
bonds. 

Sec.  4.  In  case  default  shall  be  made  in  the  payment  of 
any  interest  on  any  General  Mortgage  bond  or  bonds  at 


125 


any  time  outstanding,  and  any  such  default  shall  have  con¬ 
tinued  for  a  period  of  six  months,  or  in  case  default 
shall  be  made  in  the  payment  of  the  interest  of  any  bond 
or  bonds  constituting  prior  debt  and  by  virtue  of  any 
such  default  a  right  of  action  or  of  entry  shall  obtain 
under  any  indenture  or  indentures  securing  such  prior 
debt,  or  in  case  default  shall  be  made  in  the  payment  of 
the  principal  of  any  General  Mortgage  bond  or  bonds  at 
any  time  outstanding  as  and  when  the  same  shall  become 
due  and  payable,  or  in  case  default  shall  be  made  in  the 
payment  of  the  principal  of  any  bond  or  bonds  constitut¬ 
ing  prior  debt  as  and  when  the  same-  shall  become  due 
and  payable,  then  and  in  every  case  of  such  continuing 
default,  the  Trustee,  by  notice  in  writing  delivered 
to  the  Railway  Company,  may,  and  upon  the  written 
request  of  the  holders  of  twenty  per  centum  in  amount 
of  the  General  Mortgage  bonds  then  outstanding, 
shall,  declare  the  principal  of  all  the  General  Mortgage 
bonds  then  outstanding  to  be  due  and  payable  imme¬ 
diately,  and  upon  any  such  declaration  the  same  shall 
become  and  be  immediately  due  and  payable,  anything  in 
this  indenture  or  in  said  bonds  contained  to  the  contrary 
notwithstanding.  This  provision,  however,  is  subject  to 
the  condition  that  if,  at  any  time  after  the  principal  of 
said  bonds  shall  have  been  so  declared  due  and  payable, 
and  before  any  sale  of  the  mortgaged  and  pledged  prem¬ 
ises  shall  have  been  made,  all  arrears  of  interest  upon  all 
the  General  Mortgage  bonds,  with  interest  on  overdue  in¬ 
stallments  of  interest  at  the  same  rate  as  was  borne  by 
the  respective  bonds  on  which  such  installments  of  interest 
are  overdue,  together  with  the  reasonable  charges  and 


Events  of  default  per¬ 
mitting  acceleration  of 
maturity  of  outstanding 
bonds. 


Majority  outstanding  bonds 
may  waive  default  before 
sale. 


126 


In  event  of  default,  Trus¬ 
tee  may  sell  at  auction  or 
bring  suit. 


expenses  of  the  Trustee,  its  agents  and  attorneys,  shall 
either  be  paid  by  the  Railway  Company  or  be  collected  out 
of  the  mortgaged  and  pledged  premises,  then  and  in  such 
case  the  holders  of  a  majority  in  amount  of  the  General 
Mortgage  bonds  then  outstanding,  by  written  notice  to  the 
Railway  Company  and  to  the  Trustee,  may  waive  such  de¬ 
fault  and  its  consequences  ;  provided ,  that  at  the  time  of 
such  waiver  there  be  no  default  of  the  character  specified 
in  this  Section  4  of  Article  Seven  with  respect  to  the 
payment  of  the  principal  of  any  General  Mortgage 
bond  or  the  interest  on,  or  the  principal  of,  any 
bond  constituting  prior  debt ;  but  no  such  waiver 
shall  extend  to  or  affect  any  subsequent  default  or 
impair  any  right  consequent  thereon.  In  case  the 
Trustee  shall  have  proceeded  to  enforce  any  right 
under  this  indenture  by  foreclosure,  entry  or  otherwise, 
and  such  proceedings  shall  have  been  discontinued  or 
abandoned  because  of  such  waiver,  or  for  any  other  rea¬ 
son,  or  shall  have  been  determined  adversely  to  the  Trus¬ 
tee,  then,  and  in  every  such  case,  the  Railway  Company 
and  the  Trustee  shall  be  restored  each  to  its  former  posi¬ 
tion  and  rights  hereunder  in  respect  of  the  mortgaged 
and  pledged  premises,  and  all  rights,  remedies  and  powers 
of  the  Trustee  shall  continue  as  though  no  such  proceed¬ 
ing  had  been  taken. 

Sec.  5.  If  one  or  more  of  the  events  of  default  shall 
happen,  the  Trustee,  with  or  without  entry,  personally  or 
by  attorney,  in  its  discretion  either 

(a)  may  sell,  subject  to  the  then  prior  existing 
liens  thereon,  to  the  highest  and  best  bidder,  all  and 


127 


singular  tlie  property  and  premises  covered  by  this 
indenture,  including  bonds  and  stocks,  rights,  fran¬ 
chises,  interests  and  appurtenances,  and  other  real 
and  personal  property  of  every  kind,  and  all  right, 
title  and  interest,  claim  and  demand  therein,  and 
right  of  redemption  thereof ;  which  sale  or  sales  shall 
be  made  at  public  auction  at  such  place  in  the  City 
of  Saint  Paul  in  the  State  of  Minnesota,  or  at  such 
other  place,  and  at  such  time  and  upon  such  terms 
as  the  Trustee  may  fix  and  briefly  specify  in  the 
notice  of  sale  to  be  given  as  herein  in  Section  8  of 
this  Article  provided,  or  as  may  be  required  by 
law;  or 

(6)  may  proceed  to  protect  and  enforce  its  rights 
and  the  rights  of  bondholders  under  this  indenture, 
by  a  suit  or  suits  in  equity  or  at  law,  whether  for  the 
specific  performance  of  any  covenant  or  agreement 
contained  herein,  or  in  aid  of  the  execution  of  any 
power  herein  granted,  or  for  any  foreclosure  here¬ 
under,  or  for  the  enforcement  of  any  other  appro¬ 
priate  legal  or  equitable  remedy,  as  the  Trustee,  being 
advised  by  counsel  learned  in  the  law,  shall  deem 
most  effectual  to  protect  and  enforce  any  of  its  rights 
or  duties  hereunder. 

Sec.  6.  Upon  the  written  request  (1)  of  the  holders  of 
twenty  per  centum  in  amount  of  the  General  Mortgage 
bonds,  or  (2)  the  holders  of  twenty  per  centum  in  amount 
of  any  series  of  the  General  Mortgage  bonds  which  have 
become  due  by  declaration  or  otherwise,  in  case  one  or 
more  of  the  events  of  default  shall  happen,  it  shall  be  the 


In  event  of  default,  Trus¬ 
tee  to  act  upon  request  of 
20%  of  outstanding  bonds. 


128 


Sale  of  property  as  an 
entirety. 


duty  of  the  Trustee,  upon  being  indemnified  as  hereinafter 
provided,  to  take  all  steps  needful  for  the  protection  and 
enforcement  of  its  rights  and  the  rights  of  the  holders  of 
the  General  Mortgage  bonds,  and  to  exercise  the  power  of 
entry  or  of  sale  herein  conferred,  or  both,  or  to  take 
appropriate  judicial  proceedings  by  action,  suit  or  other¬ 
wise  as  the  Trustee,  being  advised  by  counsel  learned  in 
the  law,  shall  deem  most  expedient  in  the  interest  of  the 
holders  of  the  General  Mortgage  bonds;  but,  anything  in 
this  indenture  to  the  contrary  notwithstanding,  the  hold¬ 
ers  of  seventy-five  per  centum  in  amount  of  the  General 
Mortgage  bonds  then  outstanding,  from  time  to  time, 
shall  have  the  right  to  direct  and  to  control  the  method 
and  place  of  conducting  any  and  all  proceedings  for  any 
sale  of  the  premises  and  property  subject  to  this  inden¬ 
ture,  or  for  the  foreclosure  of  this  indenture,  or  for  the 
appointment  of  a  receiver  or  any  other  proceedings  here¬ 
under. 

Seo.  7.  In  the  event  of  any  sale,  whether  made  under 
the  power  of  sale  herein  granted  or  conferred,  or  under  or 
by  virtue  of  judicial  proceedings,  or  of  some  judgment  or 
decree  of  foreclosure  and  sale,  the  whole  of  the  property 
subject  to  this  indenture  shall  be  sold  in  one  parcel  and 
as  an  entirety,  including  all  the  rights,  title,  estates,  rail¬ 
ways,  equipment,  franchises,  leases,  leasehold  interests, 
contracts,  stocks,  bonds  and  other  real  and  personal  prop¬ 
erty  of  every  name  and  nature,  unless  such  sale  as  an 
entirety  is  impracticable  by  reason  of  some  statute  or 
other  cause,  or  unless  the  holders  of  a  majority  in  amount 
of  the  General  Mortgage  bonds  then  outstanding  shall  in 


129 


writing  request  the  Trustee  to  cause  said  premises  to  be 
sold  in  parcels,  in  which  case  the  sale  shall  be  made  in 
such  parcels  and  in  such  order  as  may  be  specified  in  such 
request,  provided  the  same  can  legally  be  done;  and  this 
provision  shall  bind  the  parties  hereto,  and  each  and 
every  of  the  holders  of  the  bonds  and  coupons  hereby 
secured  or  intended  so  to  be. 

Sec.  8.  Notice  of  any  sale  pursuant  to  any  provision 
of  this  indenture  shall  state  the  time  and  place  when  and 
where  the  same  is  to  be  made,  and  shall  contain  a  brief 
general  description  of  the  property  to  be  sold,  and  shall 
be  sufficiently  given  if  published  once  in  each  week  for 
four  successive  weeks  prior  to  such  sale  in  a  newspaper 
published  in  the  City  of  New  York,  and  in  a  newspaper 
published  in  the  City  of  Saint  Paul,  Minnesota,  and 
otherwise  as  may  be  required  by  law. 

Sec.  9.  The  Trustee  may  adjourn  from  time  to  time  any 
sale  by  it  to  be  made  under  the  provisions  of  this  inden¬ 
ture,  by  announcement  at  the  time  and  place  appointed 
for  such  sale,  or  for  such  adjourned  sale  or  sales;  and, 
without  further  notice  or  publication,  it  may  make  such 
sale  at  the  time  and  place  to  which  the  same  shall  be  so 
adjourned. 

Sec.  10.  Upon  the  completion  of  any  sale  or  sales  under 
this  indenture,  the  Trustee  shall  execute  and  deliver  to 
the  accepted  purchaser  or  purchasers  a  good  and  sufficient 
deed,  or  good  and  sufficient  deeds,  and  other  instruments 
conveying,  assigning  and  transferring  the  properties  and 


Notice  of  sale. 


Adjournment  of  sale. 


Conveyance  to  purchaser 
under  sale. 


130 


Sale  divests  all  title  of 
Railway  Company. 


Personal  property,  when 
deemed  real  property. 


franchises  sold.  The  Trustee  and  its  successors  hereby 
are  appointed  the  true  and  lawful  attorneys  irrevocable 
of  the  Railway  Company,  in  its  name  and  stead  to  make 
all  necessary  conveyances  and  assignments  of  property 
and  all  necessary  transfers  of  shares  of  stock  or  bonds 
or  other  obligations  thus  sold ;  and  for  that  purpose  they 
may  execute  all  necessary  deeds  and  instruments  of 
assignment  and  transfer,  and  may  substitute  one  or  more 
persons  with  like  power;  the  Railway  Company  hereby 
ratifying  and  confirming  all  that  its  said  attorneys,  or 
such  substitute  or  substitutes,  lawfully  shall  do  by  virtue 
hereof ;  nevertheless,  the  Railway  Company,  if  so  requested 
by  the  Trustee,  will  join  in  executing  all  necessary  deeds 
and  instruments  of  assignment  and  transfer. 

Any  such  sale  or  sales  made  under  or  by  virtue  of  this 
indenture,  whether  under  the  power  of  sale  herein  granted 
and  conferred,  or  under  or  by  virtue  of  judicial  proceed¬ 
ings,  shall  operate  to  divest  all  right,  title,  interest,  claim 
and  demand  whatsoever,  either  at  law  or  in  equity,  of  the 
Railway  Company,  of,  in  and  to  the  premises  and  prop¬ 
erty  so  sold,  and  shall  be  a  perpetual  bar,  both  at  law 
and  in  equity,  against  the  Railway  Company,  its  succes¬ 
sors  and  assigns,  and  against  any  and  all  persons  claim¬ 
ing  or  to  claim  the  premises  and  property  sold,  or  any 
part  thereof,  from,  through  or  under  the  Railway  Com¬ 
pany,  its  successors  or  assigns. 

The  personal  property  and  chattels  conveyed  or  in¬ 
tended  to  be  conveyed  by  or  pursuant  to  this  indenture, 
other  than  stocks,  bonds  and  other  securities  and  claims, 
shall  be  real  estate  for  all  the  purposes  of  this  indenture, 
and  shall  be  held  and  taken  to  be  fixtures  and  appurte- 


131 


nances  of  the  said  railways  and  part  thereof,  and  are  to 
be  used  and  sold  therewith  and  not  separate  therefrom, 
except  as  herein  otherwise  provided. 

Sec.  11.  The  receipt  of  the  Trustee,  or  of  any  officer  of 
a  court  authorized  to  receive  the  same,  for  the  purchase 
money  paid  at  any  such  sale  shall  be  a  sufficient  discharge 
therefor  to  any  purchaser  of  the  property,  or  any  part 
thereof,  sold  as  aforesaid;  and  no  such  purchaser  or  his 
representatives,  grantees  or  assigns,  after  paying  such 
purchase  money  and  receiving  such  receipt,  shall  be 
bound  to  see  to  the  application  of  such  purchase  money 
upon  or  for  any  trust  or  purpose  of  this  indenture,  or  in 
any  manner  whatsoever  be  answerable  for  any  loss,  mis¬ 
application  or  non-application  of  any  such  purchase 
money  or  any  part  thereof,  or  be  bound  to  inquire  as  to 
the  authorization,  necessity,  expediency  or  regularity  of 
any  such  sale. 

Sec.  12.  In  case  of  a  sale  under  any  of  the  foregoing 
provisions  of  this  Article,  whether  made  under  the  power 
of  sale  herein  granted  or  pursuant  to  judicial  proceedings, 
or  in  case  of  a  sale  upon  foreclosure  of  the  property 
embraced  in  any  of  the  mortgages  constituting  prior  liens 
on  the  mortgaged  and  pledged  premises  or  parts  thereof, 
by  reason  of  a  default  thereunder,  the  principal  sums  of 
the  General  Mortgage  bonds,  if  not  previously  due,  shall 
immediately  thereupon  become  due  and  payable,  any¬ 
thing  in  said  bonds  or  in  this  indenture  to  the  contrary 
notwithstanding. 


Trustee’s  receipt  for  pur¬ 
chase  money  a  discharge 
to  purchaser. 


Principal  due  in  case  of 
sale. 


132 


Trustee’s  application  of 
proceeds  of  sale,  etc. 


Sec.  13.  The  purchase  money,  proceeds  or  avails  of  any 
such  sale,  whether  under  the  power  of  sale  herein  granted 
or  pursuant  to  judicial  proceedings,  together  with  any 
other  sums  which  then  may  be  held  by  the  Trustee  under 
any  of  the  provisions  of  this  indenture  as  part  of  the  trust 
estate  or  the  proceeds  thereof,  shall  be  applied  as  follows: 

First.  To  the  payment  of  the  costs  and  expenses  of 
such  sale,  including  a  reasonable  compensation  to  the 
Trustee,  its  agents,  attorneys  and  counsel,  and  of  all 
expenses,  liabilities  and  advances  made  or  incurred 
by  the  Trustee,  and  to  the  payment  of  all  taxes, 
assessments  or  liens  prior  to  the  lien  of  this  inden¬ 
ture,  except  the  superior  liens  and  any  taxes,  assess¬ 
ments  or  other  charges  subject  to  which  the  prop¬ 
erty  shall  have  been  sold; 

Second.  To  the  payment  of  the  whole  amount  then 
owing  or  unpaid  upon  the  General  Mortgage  bonds 
for  principal  and  interest,  with  interest  on  the  over- 
due  installments  at  the  same  rate  as  was  borne  by 
the  respective  bonds  on  which  such  installments  of 
intei*est  ai'e  overdue;  and  in  case  such  proceeds  shall 
be  insufficient  to  pay  in  full  the  whole  amount  so  due 
and  unpaid  upon  the  said  bonds,  then  to  the  payment 
of  such  principal  and  interest,  without  preference  or 
priority  of  principal  over  interest,  or  of  interest  over 
principal,  or  of  any  installment  of  interest  over  any 
other  installment  of  intei*est,  ratably  to  the  aggregate 
of  such  principal  and  the  accrued  and  unpaid  inter¬ 
est,  subject,  however,  to  the  provisions  of  Section  1 
of  this  Article; 


133 


Third.  To  the  payment  of  the  surplus,  if  any,  to 
the  Railway  Company,  its  successors  or  assigns,  or 
to  whosoever  lawfully  may  be  entitled  to  receive  the 
same,  or  as  a  court  of  competent  jurisdiction  may 
direct. 

Sec.  14.  Upon  any  such  sale,  whether  under  the 
power  of  sale  herein  granted  or  pursuant  to  judicial 
proceedings,  any  purchaser,  for  or  in  settlement 
or  payment  of  the  purchase  price  of  the  property  pur¬ 
chased,  shall  be  entitled  to  use  and  apply  any  General 
Mortgage  bonds,  and  any  matured  and  unpaid  coupons, 
by  presenting  such  bonds  and  coupons  in  order  that  there 
may  be  credited  thereon  the  sums  applicable  to  the  pay¬ 
ment  thereof  out  of  the  net  proceeds  of  such  sale  to  the 
owner  of  such  bonds  and  coupons  as  his  ratable  share  of 
such  net  proceeds,  after  the  deduction  of  costs,  expenses, 
compensations  and  other  charges;  and  thereupon  such 
purchaser  shall  be  credited,  on  account  of  such  purchase 
price  payable  by  him,  with  the  portion  of  such  net  proceeds 
that  shall  be  applicable  to  the  payment  of,  and  that  shall 
have  been  credited  upon,  the  bonds  and  coupons  so  pre¬ 
sented  ;  and  at  any  such  sale,  any  bondholder  may  bid  for 
and  purchase  such  property,  and  may  make  payment 
therefor  as  aforesaid,  and  upon  compliance  with  the  terms 
of  sale,  may  hold,  retain  and  dispose  of  such  property 
without  further  accountability. 

Sec.  15.  The  Railway  Company  covenants 

(1)  in  case  default  shall  be  made  in  the  payment 
of  any  interest  on  an}^  General  Mortgage  bond  or 


Purchaser  at  sale  may 
apply  bonds,  etc,,  on 
purchase  price. 


Railway  Company’s  cove¬ 
nant  to  pay  principal  and 
interest  in  case  of  default. 


134 


bonds  at  any  time  outstanding,  and  such  default 
shall  have  continued  for  a  period  of  six  months,  or 

(2)  in  case  default  shall  he  made  in  the  payment 
of  the  principal  of  any  such  bonds  when  the  same 
shall  become  payable,  whether  upon  the  maturity  of 
said  bonds  or  upon  declaration  as  authorized  by  this 
indenture,  or  upon  a  sale  as  set  forth  in  Section  12 
of  this  Article, 

that,  upon  demand  of  the  Trustee,  the  Railway  Company 
will  pay  to  the  Trustee,  for  the  benefit  of  the  holders  of 
the  General  Mortgage  bonds  and  coupons  then  outstand¬ 
ing,  the  whole  amount  which  then  shall  have  become  due 
and  payable  on  all  such  bonds  and  coupons  then  outstand¬ 
ing,  for  interest  or  principal,  or  both,  as  the  case  may  be, 
with  interest  upon  the  overdue  principal  and  installments 
of  interest  at  the  same  rate  as  on  the  bonds  which,  or  the 
installments  of  interest  on  which,  are  overdue;  and,  in 
case  the  Railway  Company  shall  fail  to  pay  the  same 
forthwith  upon  such  demand,  the  Trustee,  in  its  own 
name  and  as  trustee  of  an  express  trust,  shall  be  entitled 
to  recover  judgment  for  the  whole  amount  so  due  and 
unpaid. 

The  Trustee  shall  be  entitled  to  recover  judgment  as 
aforesaid,  either  before,  during  or  after  the  pendency 
of  any  proceedings  for  the  enforcement  of  the  lien  of  this 
indenture;  and  the  right  of  the  Trustee  to  recover  such 
judgment  shall  not  be  affected  by  any  entry  or  sale  here¬ 
under,  or  by  the  exercise  of  any  other  right,  power  or 
remedy  for  the  enforcement  of  the  provisions  of  this 
indenture  or  the  foreclosure  of  the  lien  thereof,  and  in 


135 


case  of  a  sale  of  the  property  subject  to  this  indenture, 
and  of  the  application  of  the  proceeds  of  sale  to  the  pay¬ 
ment  of  the  debt  hereby  secured,  the  Trustee,  in  its  own 
name  and  as  trustee  of  an  express  trust,  shall  be  entitled 
to  enforce  payment  of  and  to  receive  all  amounts  then 
remaining  due  and  unpaid  upon  any  and  all  General 
Mortgage  bonds  then  outstanding,  for  the  benefit  of  the 
holders  thereof,  and  shall  be  entitled  to  recover  judg¬ 
ment  for  any  portion  of  the  debt  remaining  unpaid,  with 
interest.  No  recovery  of  any  such  judgment  by  the  Trus¬ 
tee,  and  no  levy  of  any  execution  upon  any  such  judg¬ 
ment  upon  property  subject  to  this  indenture,  or  upon 
any  other  property,  shall  in  any  manner  or  to  any  extent 
affect  the  lien  of  this  indenture  upon  the  property,  or 
any  part  of  the  property,  subject  to  this  indenture,  or 
any  rights,  powers  or  remedies  of  the  Trustee  hereunder, 
or  any  lien,  rights,  powers  or  remedies  of  the  holders 
of  the  General  Mortgage  bonds,  but  such  lien,  rights, 
powers  and  remedies  of  the  Trustee  and  of  the  bond¬ 
holders  shall  continue  unimpaired  as  before. 

Any  moneys  thus  collected  by  the  Trustee  under  this 
section  shall  be  applied  by  the  Trustee,  first,  to  the  pay 
merit  of  the  expenses,  disbursements  and  compensations 
of  the  Trustee,  its  agents  and  attorneys,  and,  second, 
towards  payment  of  the  amounts  then  unpaid  upon  such 
bonds  and  coupons  in  respect  of  which  such  moneys  shall 
have  been  collected,  ratably  and  without  preference  or 
priority  of  any  kind  (except  as  provided  in  Section  1  of 
this  Article),  according  to  the  amounts  due  and  payable 
upon  such  bonds  and  coupons,  respectively,  at  the  date 
fixed  by  the  Trustee  for  the  distribution  of  such  moneys, 


136 


Railway  Company’s  waiver 
of  stay,  extension  and 
valuation  laws. 


Right  to  appointment  of 
receiver,  etc.,  upon  com¬ 
mencement  of  judicial  pro¬ 
ceedings. 


upon  presentation  of  the  several  bonds  and  coupons  and 
noting  such  payment  thereon,  if  partly  paid,  and  upon 
surrender  thereof,  if  fully  paid. 

Sec.  16.  The  Railway  Company  will  not  at  any  time 
insist  upon  or  plead,  or  in  any  manner  whatever  claim,  or 
take  the  benefit  or  advantage  of,  any  stay  or  extension  law, 
now  or  at  any  time  hereafter  in  force;  nor  will  it  claim, 
take  or  insist  upon  any  benefit  or  advantage  from  any  law 
now  or  hereafter  in  force  providing  for  the  valuation  or 
appraisement  of  the  property,  or  any  part  of  the  property, 
subject  to  this  indenture,  prior  to  any  sale  or  sales  thereof 
to  be  made  pursuant  to  any  provision  herein  contained,  or 
to  the  decree,  judgment  or  order  of  any  court  of  competent 
jurisdiction;  nor  after  any  such  sale  or  sales  will  it  claim 
or  exercise  any  right  under  any  statute  enacted  by  the 
United  States,  or  by  any  state  or  territory  or  otherwise,  to 
redeem  the  property  so  sold  or  any  part  thereof;  and  it 
hereby  expressly  waives  all  benefit  and  advantage  of  any 
such  law  or  laws,  and  it  covenants  that  it  will  not  hinder, 
delay  or  impede  the  execution  of  any  power  herein  granted 
and  delegated  to  the  Trustee,  but  that  it  will  suffer  and 
permit  the  execution  of  every  such  power  as  though  no 
such  law  or  laws  had  been  made  or  enacted. 

Sec.  17.  Upon  filing  a  bill  in  equity,  or  upon  com¬ 
mencement  of  any  other  judicial  proceedings,  to  enforce 
any  right  of  the  Trustee  or  of  the  bondholders  under  this 
indenture,  the  Trustee  shall  be  entitled  to  exercise  the 
right  of  entry,  and  also  any  and  all  other  rights  and 
powers  herein  conferred  and  provided  to  be  exercised  by 
the  Trustee  upon  the  happening  of  an  event  of  default  as 


137 


hereinbefore  provided ;  and,  as  matter  of  right,  the  Trustee 
shall  be  entitled  to  the  appointment  of  a  receiver  of  the 
premises  and  property  subject  to  this  indenture,  and  of  the 
earnings,  income,  revenue,  rents,  issues  and  profits  thereof, 
with  such  powers  as  the  court  making  such  appointment 
shall  confer;  but  notwithstanding  the  appointment  of  any 
receiver,  the  Trustee  shall  be  entitled,  as  pledgee,  to  con¬ 
tinue  to  retain  possession  and  control  of  any  stocks,  bonds, 
cash  and  other  property  pledged  or  to  be  pledged  to 
the  Trustee  hereunder. 

Sec.  18.  With  the  consent  of  the  Trustee,  at  any  time 
hereafter  before  full  payment  of  the  General  Mortgage 
bonds  and  whenever  the  Railway  Company  shall  deem  ex¬ 
pedient  for  the  better  protection  or  security  of  such  bonds 
(although  then  there  shall  be  no  default  entitling  the 
Trustee  to  exercise  the  rights  and  powers  conferred  by 
Sections  2  and  3  of  this  Article),  the  Railway  Company 
may  surrender  and  may  deliver  to  the  Trustee  full  posses¬ 
sion  of  the  whole  or  any  part  of  the  property,  premises  and 
interests  hereby  conveyed  or  assigned,  or  intended  so  to 
be,  and  may  authorize  the  Trustee  to  collect  the  dividends 
and  interest  on  all  shares  of  stock,  bonds  and  other  obliga¬ 
tions  subject  to  this  indenture,  and  to  vote  upon  all  snch 
shares  of  stock,  for  any  period  fixed  or  indefinite.  In  such 
event  the  Trustee  shall  enter  into  and  upon  the  premises 
and  property  so  surrendered  and  delivered,  and  shall  take 
and  receive  possession  thereof  for  such  period,  fixed  or  in¬ 
definite,  as  aforesaid,  without  prejudice,  however,  to  its 
right  at  any  time  subsequently,  when  entitled  thereto  by 
any  provision  hereof,  to  insist  upon  maintaining  and  to 


With  consent  of  Trustee, 
Railway  Company  may 
surrender  properties  to 
Trustee  before  default. 


138 


Receivership  with  consent 
of  Railway  Company  and 
without  its  consent  in  case 
of  default. 


maintain  such  possession  though  beyond  the  expiration  of 
any  such  prescribed  period,  and  from  the  time  of  its  entry 
upon  such  premises  and  property,  the  Trustee  shall  work, 
maintain,  use,  manage,  control  and  employ  the  same  in  ac¬ 
cordance  with  the  provisions  of  this  indenture,  and  shall 
receive  and  apply  the  income  and  revenues  thereof  as  pro¬ 
vided  in  Section  2  of  this  Article.  Upon  application  of  the 
Trustee,  and  with  the  consent  of  the  Railway  Company,  if 
then  there  be  no  subsisting  default  such  as  is  specified  in 
said  Section  2  of  this  Article,  and  without  such  con¬ 
sent,  if  then  there  shall  be  such  a  subsisting  default,  a 
receiver  may  be  appointed  to  take  possession  of,  and  to 
operate,  maintain  and  manage,  the  whole  or  any  part  of 
the  property  subject  to  this  indenture,  and  the  Railway 
Company  shall  transfer  and  deliver  to  such  receiver  all 
such  property,  wheresoever  the  same  may  be  situated ;  and 
in  every  case,  when  a  receiver  of  the  whole  or  of  any  part 
of  said  property  shall  be  appointed  under  this  section,  or 
otherwise,  the  net  income  and  profits  of  such  property 
shall  be  paid  over  to,  and  shall  be  received  by,  the  Trus¬ 
tee,  for  the  benefit  of  the  holders  of  the  General  Mortgage 
bonds;  provided ,  however ,  that  notwithstanding  the  ap¬ 
pointment  of  any  such  receiver,  the  Trustee,  as  pledgee, 
shall  be  entitled  to  retain  possession  and  control  of  any 
stocks,  bonds,  cash  and  other  property  pledged  or  to  be 
pledged  to  the  Trustee  hereunder. 


No  suit  by  bondholders 
without  prior  notice  of 
default  to  Trustee,  written 
request  by  20%  of  bond¬ 
holders  and  indemnity  to 
Trustee. 


Sec.  19.  No  holder  of  any  General  Mortgage  bond  or 
coupon  shall  have  the  right  to  institute  any  suit,  action 
or  proceeding  in  equity  or  at  law  for  the  foreclosure  of 
this  indenture,  or  for  the  execution  of  any  trust  here- 


139 


under,  or  for  the  appointment  of  a  receiver,  or  for  any 
other  remedy  hereunder,  unless  such  holder  previously 
shall  have  given  to  the  Trustee  written  notice  of  an  event 
of  default  and  of  the  continuance  thereof,  as  hereinbefore 
provided;  nor,  unless  also  (1)  the  holders  of  twenty  per 
centum  in  amount  of  the  General  Mortgage  bonds  then 
outstanding,  or  (2)  the  holders  of  twenty  per  centum  in 
amount  of  any  series  of  the  General  Mortgage  bonds 
which  have  become  due  by  declaration  or  otherwise,  shall 
have  made  written  request  upon  the  Trustee,  and  shall 
have  afforded  to  it  a  reasonable  opportunity  either  to  pro¬ 
ceed  to  exercise  the  powers  hereinbefore  granted,  or  to 
institute  such  action,  suit  or  proceeding  in  its  own  name; 
nor,  unless  also  they  shall  have  offered  to  the  Trustee  se¬ 
curity  and  indemnity  satisfactory  to  it  against  the  costs, 
expenses  and  liabilities  to  be  incurred  therein  or  thereby ; 
and  such  notification,  request  and  offer  of  indemnity  are 
hereby  declared  in  every  such  case,  at  the  option  of  the 
Trustee,  to  be  conditions  precedent  to  the  execution  of  the 
powers  and  trusts  of  this  indenture  and  to  any  action  or 
cause  of  action  for  foreclosure  or  for  the  appointment  of 
a  receiver  or  for  any  other  remedy  hereunder;  it  being 
understood  and  intended  that  no  one  or  more  holders  of 
bonds  and  coupons  shall  have  any  right  in  any  manner 
whatever  by  his  or  their  action  to  affect,  disturb  or  preju¬ 
dice  the  lien  of  this  indenture,  or  to  enforce  any  right 
hereunder,  except  in  the  manner  herein  provided,  and 
that  all  proceedings  at  law  or  in  equity  shall  be  insti¬ 
tuted,  had  and  maintained  in  the  manner  herein  provided 
and  for  the  equal  benefit  of  all  holders  of  such  outstanding 
bonds  and  coupons. 


140 


Remedies  cumulative. 


Rights  ot  Trustee  or  bond¬ 
holders  not  impaired  by 
delay  or  omission. 


All  rights  of  action  under  this  indenture  may  be  en¬ 
forced  by  the  Trustee  without  the  possession  of  any  of 
the  bonds  or  coupons  hereby  secured  or  the  production 
thereof  on  the  trial  or  other  proceedings  relative  thereto, 
and  any  such  suit  or  proceedings  instituted  by  the  Trus¬ 
tee  shall  be  brought  in  its  name,  and  any  recovery  of 
judgment  shall  be  for  the  ratable  benefit  of  the  holders 
of  said  bonds  and  coupons  and  the  other  indebtedness 
hereby  secured. 

Sec.  20.  Except  as  herein  expressly  provided  to  the 
contrary,  no  remedy  herein  conferred  upon  or  reserved  to 
the  Trustee  or  to  the  holders  of  General  Mortgage  bonds 
is  intended  to  be  exclusive  of  any  other  remedy  or  reme¬ 
dies,  and  each  and  every  such  remedy  shall  be  cumulative 
and  shall  be  in  addition  to  every  other  remedy  given  here¬ 
under  or  now  or  hereafter  existing  at  law  or  in  equity  or 
by  statute. 

Sec.  21.  No  delay  or  omission  of  the  Trustee,  or  of  any 
holder  of  General  Mortgage  bonds,  to  exercise  any  right 
or  power  accruing  upon  any  default  continuing  as  afore¬ 
said,  shall  impair  any  such  right  or  power  or  shall  be  con¬ 
strued  to  be  a  waiver  of  any  such  default,  or  an  acquies¬ 
cence  therein ;  and  every  power  and  remedy  given  by  this 
Article  to  the  Trustee  and  to  the  bondholders  respectively 
may  be  exercised  from  time  to  time  and  as  often  as  may 
be  deemed  expedient  by  the  Trustee  or  by  the  bondholders 
respectively. 

Sec.  22.  The  Trustee  shall  have  power  to  institute  and 
maintain  suits  or  proceedings  to  restrain  the  enforcement 


141 


of,  or  compliance  with,  or  the  observance  of,  any  legisla¬ 
tive  or  governmental  enactment,  rule  or  order  that  may 
be  unconstitutional  or  otherwise  invalid,  if  the  enforce¬ 
ment  of,  or  compliance  with,  or  observance  of,  such  enact¬ 
ment,  rule  or  order  would  impair  the  security  hereunder, 
or  be  prejudicial  to  the  Trustee  or  to  the  holders  of  the 
indebtedness  hereby  secured. 

Sec.  23.  Anything  in  this  indenture  to  the  contrary  In  case  of  default  of  any 

series  of  bonds,  majority  of 

notwithstanding,  in  case  several  series  of  General  Mort-  holders  thereof  may  require 

action. 

gage  bonds  be  outstanding  under  this  indenture  and 
default  shall  be  made  in  the  payment  of  the  principal  or 
interest  of  such  bonds  of  any  one  or  more  of  such  series 
and  not  in  respect  of  the  bonds  of  one  or  more  others,  then 
whatever  action  in  this  Article  Seven  of  this  indenture 
it  is  provided  may  or  shall  be  taken  upon  such  default 
(continuing  as  in  this  indenture  provided)  by  or  upon 
the  request  of  the  holders  of  a  specified  percentage  of 
General  Mortgage  Bonds  outstanding,  may  be  or  shall 
be  taken,  in  respect  of  such  bonds  of  the  series  in  respect 
of  which  such  default  shall  have  been  made,  by  or  upon 
the  request  of  the  holders  of  a  majority  in  amount  of  the 
outstanding  bonds  of  such  series  upon  which  such  default 
shall  have  occurred. 

ARTICLE  EIGHT. 

Immunity  of  Stockholders,  Officers  and  Directors. 

No  recourse  under  or  upon  any  obligation,  covenant  or  immunity  of  stockholders, 

officers  and  directors  from 

agreement  contained  in  this  indenture,  or  in  any  General  personal  liability. 
Mortgage  bond  or  coupon,  or  because  of  the  creation  of 
any  indebtedness  hereby  secured,  shall  be  had  against 


142 


Form  and  proof  of 
demand,  etc.,  of  bond¬ 
holders. 


any  incorporator,  stockholder,  officer  or  director,  past, 
present  or  future,  of  the  Railway  Company,  or  of 
any  successor  corporation,  either  directly  or  through 
the  Railway  Company,  by  the  enforcement  of  any 
assessment  or  by  any  legal  or  equitable  proceeding 
by  virtue  of  any  statute  or  otherwise;  it  being  ex¬ 
pressly  agreed  and  understood  that  this  indenture  and 
the  obligations  hereby  secured  are  solely  corporate  obliga¬ 
tions,  and  that  no  personal  liability  whatever  shall  attach 
to  or  be  incurred  by  the  incorporators,  stockholders,  offi¬ 
cers  or  directors,  or  any  of  them,  of  the  Railway  Company, 
or  of  any  successor  corporation,  because  of  the  creation  of 
the  indebtedness  hereby  authorized,  or  under  or  by  reason 
of  any  obligations,  covenants  or  agreements  contained  in 
this  indenture,  or  in  any  bonds  or  coupons  hereby  secured, 
or  implied  therefrom ;  and  that  any  and  all  personal  liabil¬ 
ity  of  every  name  and  nature,  and  any  and  all  rights  and 
claims  against  every  such  stockholder,  officer  or  director, 
past,  present  or  future,  whether  arising  at  common  law 
or  in  equity,  or  created  by  statute  or  constitution,  hereby 
are  expressly  released  and  waived  as  a  condition  of,  and 
as  part  of  the  consideration  for,  the  execution  of  this 
indenture  and  the  issue  of  the  bonds  and  interest  obliga¬ 
tions  secured  hereby. 

ARTICLE  NINE. 

Bondholders’  Acts,  Holdings  and  Apparent  Authority. 

Any  demand,  request  or  other  instrument,  required 
by  this  indenture  to  be  signed  and  executed  by  bond¬ 
holders,  may  be  in  any  number  of  concurrent  writings 


143 


of  similar  tenor,  and  may  be  signed  or  executed  by  such 
bondholders  in  person  or  by  agent  appointed  in  writing. 

Proof  of  the  execution  of  any  such  demand,  request  or 
other  instrument.,  or  of  the  writing  appointing  any  such 
agent,  and  of  the  ownership  by  any  person  of  coupon  bonds 
transferable  by  delivery,  shall  be  sufficient  for  any  pur¬ 
pose  of  this  indenture,  and  shall  be  conclusive  in  favor  of 
the  Trustee  or  of  the  Railway  Company,  with  regard  to 
due  action  taken  by  either  of  them  under  such  instrument, 
if  such  proof  be  made  in  the  following  manner : 

The  fact  and  date  of  the  execution  by  any  person  of  any  Execution  of  demand,  etc., 

proved  by  certificate  of 

such  demand,  request  or  other  instrument  or  writing  may  notary, 
be  proved  by  the  certificate  of  any  notary  public,  or  other 
officer  authorized  to  take  acknowledgments  of  deeds  to 
be  recorded  in  New  York,  that  the  person  signing  such  re¬ 
quest  or  other  instrument  acknowledged  to  him  the  execu¬ 
tion  thereof,  or  by  an  affidavit  of  a  witness  to  such  execu¬ 
tion. 

The  fact  of  the  holding  by  any  bondholder  of  coupon  ownership  proved  by  cer- 
bonds  transferable  by  delivery,  and  the  amounts  and  issue 
numbers  of  such  bonds,  and  the  date  of  his  holding  the 
same,  may  be  proved  by  a  certificate  executed  by  any  trust 
company,  bank,  bankers  or  other  depositary  (wherever 
situated),  if  such  certificate  shall  be  deemed  by  the  Trus¬ 
tee  to  be  satisfactory,  showing  that  at  the  date  therein 
mentioned  such  person  had  on  deposit  with  such  depos¬ 
itary  the  bonds  described  in  such  certificate.  For  all  pur¬ 
poses  of  this  indenture  and  of  any  proceeding  for  the  en¬ 
forcement  thereof,  such  person  shall  be  deemed  to  continue 
the  holder  of  such  bonds  until  the  Trustee  shall  have 
received  notice  in  writing  to  the  contrary.  The  ownership 


Papers  to  be  furnished 
when  requesting  release  of 
mortgaged  property. 


Contents  of  certificate. 


of  registered  coupon  bonds  or  of  registered  bonds  without 
coupons  shall  be  proved  by  the  registers  of  such  bonds. 

ARTICLE  TEN. 

Releases  of  Mortgaged  Property. 

Section  1.  From  time  to  time,  subject  to  the  condi¬ 
tions  and  limitations  in  this  Article  Ten  prescribed  and 
not  otherwise,  upon  the  delivery  to  the  Trustee  of  (1) 
written  request  of  the  Railway  Company,  (2)  certified 
copy  of  a  resolution  of  the  Board  of  Directors,  or  Executive 
Committee  of  the  Board  of  Directors,  of  the  Railway  Com¬ 
pany  authorizing  such  request,  and  (3)  the  certificate  of 
its  President,  or  one  of  its  Vice-Presidents,  or  its  Chief 
Engineer,  and  its  Treasurer,  or  Comptroller,  or  other  chief 
accounting  officer,  which  certificate  shall  conform  to  the 
provisions  hereinafter  in  this  Section  set  forth,  the  Trus¬ 
tee  shall  release  from  the  lien  of  this  indenture  any  part 
of  the  right  of  way,  lands,  leaseholds  and  other  prop¬ 
erty  (other  than  stocks,  bonds  and  securities)  then 
subject  to  this  indenture  and  specified  in  such  resolution 
and  certificate. 

Such  certificate  shall  set  forth  (a)  a  description  of  the 
property  a  release  of  which  is  requested,  and  that  such 
property  is  not  necessary  or  advantageous  for  the  further 
operation,  maintenance  or  use  of  any  of  the  lines  of  rail¬ 
way  which,  or  the  leases  of  which,  are  then  subject  to  the 
lien  of  this  indenture,  or  for  use  in  connection  with  the 
business  of  the  Railway  Company,  or  that  the  release 
thereof  is  required  as  an  incident  to  changes  or  modifica¬ 
tion  in  the  purpose,  route  or  location  of  a  line  of  railway 


145 


or  a  terminal  subject  to  this  indenture,  (6)  that  the  gen¬ 
eral  integrity  and  continuity  of  the  system  of  lines  of 
railway  subject  to  this  indenture  will  not  be  impaired  by 
the  execution  of  the  release  requested,  (c)  that  the  re¬ 
lease  requested  is  required  for  the  purpose  of  carrying 
out  an  agreement  for  the  sale  of  the  property  to  be  re¬ 
leased  or  in  exchange  for  other  property,  or  as  incident 
to  some  change  or  modification  in  the  purpose,  location 
or  route  of  a  line  of  railway  subject  to  the  lien  of  this 
indenture,  or  as  incident  to  some  change  or  modifica¬ 
tion  in  some  railway  terminal  subject  to  this  indenture, 
(d)  the  sale  price  of  the  property  release  of  which  is  re¬ 
quested  if  such  property  is  to  be  sold,  and/or  a  description 
of  the  property  if  any  to  be  received  in  exchange  therefor, 
and  (e)  that  the  fair  value  of  the  property  for  which  re¬ 
lease  is  requested  is  not  greater  than  the  price  at  which 
the  same  is  to  be  sold  or  the  fair  value  of  the  property 
to  be  received  in  exchange  as  the  case  may  be;  but  such 
statement  of  value  shall  not  be  required  in  a  case  where 
the  property  is  not  to  be  sold  or  exchanged  but  the  release 
shall  be  requested  as  incident  to  some  change  or  modifica¬ 
tion  in  the  purpose,  location  or  route  of  a  line  of  railway 
or  terminal. 

Sec.  2.  From  time  to  time  the  Trustee  shall  release  from 
the  lien  of  this  indenture  any  franchise  or  portion  thereof 
which  is  to  be  or  shall  have  been  surrendered  by  the  Rail¬ 
way  Company,  and  any  tracks  or  structures  which  are  to 
be  or  shall  have  been  removed  or  abandoned  by  it,  pro¬ 
vided  that  such  surrender  of  franchise  or  such  removal 
or  abandonment  of  tracks  or  structures  shall  have  been 


Release  of  abandoned 
property.  • 


146 


Papers  to  be  furnished. 


Release  of  property  pur¬ 
suant  to  judicial  decree. 


made  pursuant  to,  or  by  the  authority  of,  the  Interstate 
Commerce  Commission  or  other  agency  of  the  United 
States  having  authority  in  the  premises,  or  by  virtue 
of  or  pursuant  to  an  agreement  with  a  state,  a 
municipality  or  other  political  division  or  subdivision 
of  a  state,  or  by  virtue  of  or  pursuant  to  the  authority 
of  a  state  commission  or  other  state  agency  having  au¬ 
thority  in  the  premises,  or  by  virtue  of  or  pursuant  to 
legal  requirements.  Such  release  shall  be  executed  by  the 
Trustee  upon  delivery  to  the  Trustee  of  (1)  the  written 
request  therefor  of  the  Railway  Company,  (2)  a  certified 
copy  of  a  resolution  of  the  Board  of  Directors,  or  Ex¬ 
ecutive  Committee  of  the  Board  of  Directors,  of  the 
Railway  Company  authorizing  such  request,  (3)  the  cer¬ 
tificate  of  the  President,  or  a  Vice-President,  or  Chief 
Engineer,  and  Treasurer,  or  Comptroller,  or  other  chief 
accounting  officer  of  the  Railway  Company,  setting  forth 
the  facts  relating  to  such  surrender,  removal  or  aban¬ 
donment,  (4)  copy  of  any  authority  of  any  public  agency 
if  such  there  be  authorizing  the  surrender,  removal  or 
abandonment,  or  a  statement  of  the  legal  requirements 
or  agreement  to  comply  with  which  such  release  is  re¬ 
quested,  and  (5)  written  opinion  of  counsel  of  the  Rail¬ 
way  Company  that  the  release  requested  is  in  accordance 
with  or  pursuant  to  some  one  of  the  things  set  forth  in 
clause  (4)  of  this  Section  2. 

Sec.  3.  If  by  final  decree  of  any  competent  court  hav¬ 
ing  jurisdiction  in  the  premises  in  an  action  or  proceeding 
to  which  the  Trustee  is  a  party,  the  Railway  Company 
shall  be  required  to  part  with  the  ownership,  possession 


147 


or  operation  of  any  property  or  properties,  or  portion  or 
portions  thereof,  subject  to  the  lien  of  this  indenture, 
then  and  in  any  such  event  such  property  or  properties, 
or  portion  or  portions  thereof,  as  it  may  be  so  required 
to  part  with  shall  be  released  from  the  lien  of  this  inden¬ 
ture  upon  such  terms  and  conditions  as  in  such  decree 
may  be  prescribed. 

Sec.  4.  Any  property  acquired  by  the  Railway  Com¬ 
pany  in  exchange  for  or  to  take  the  place  of  any  property 
released  hereunder  ipso  facto  shall  become  and  shall  be 
subject  to  the  lien  of  this  indenture  as  fully  as  if  specifi¬ 
cally  mortgaged  hereby,  but  if  requested  by  the  Trustee 
the  Railway  Company  will  convey  the  same  by  appro¬ 
priate  deeds  and  assignments  upon  the  trusts  and  for  the 
purposes  of  this  indenture.  The  Railway  Company  shall 
deliver  to  the  Trustee  the  written  opinion  of  counsel 
for  the  Railway  Company  to  the  effect  that  either  such 
deeds  or  other  instruments  are  sufficient  for  that  pur¬ 
pose,  or  that  any  such  deeds  or  other  instruments  are 
not  necessary  to  subject  such  property  to  the  lien  of  this 
indenture. 

Sec.  The  Railway  Company  may  sell  or  dispose  of 
any  shares  of  stock  (other  than  shares  of  the  capital  stock 
of  a  subsidiary  railway,  terminal  or  depot  company  or¬ 
ganized  and  existing  under  the  laws  of  the  United  States 
of  America,  or  of  any  state  thereof,  a  majority  of  the 
outstanding  shares  of  the  capital  stock  of  which  are  sub¬ 
ject  to  the  lien  of  this  indenture)  or  bonds  which  at  any 
time  may  be  subject  to  the  lien  of  this  indenture  (other 
than  bonds  evidencing  prior  debt)  ;  provided ,  however , 


Property  acquired  in  place 
of  property  released,  sub¬ 
ject  to  lien  hereof. 


Release  of  stocks  or  bonds. 


148 


Papers  to  be  furnished. 


Application  of  proceeds  of 
property  released. 


that  it  shall  not  so  sell  or  dispose  of  less  than  the  whole 
number  of  shares  of  stock  (except  for  the  purpose  of 
qualifying  directors  or  officers)  or  less  than  the  whole 
amount  of  bonds  of  any  corporation  held  subject  to  the 
lien  hereof;  and  provided  further ,  that  said  shares  of 
stock  or  bonds  shall  not  be  sold  or  disposed  of  for  less 
than  the  fair  and  full  value  thereof. 

Upon  the  request  of  the  Railway  Company,  evidenced 
by  resolution  of  the  Board  of  Directors,  or  Executive  Com¬ 
mittee  of  the  Board  of  Directors,  of  the  Railway  Com¬ 
pany,  and  upon  certificate  of  its  President,  or  a  Vice-Presi¬ 
dent,  and  its  Treasurer,  or  Comptroller,  or  other  chief  ac¬ 
counting  officer,  stating  the  price  at  which  such  stocks  or 
bonds  are  to  be  sold  or  shall  have  been  sold  and  that 
such  price  is  the  full  and  fair  value  thereof,  and  any 
other  facts  which  the  Trustee  may  require  to  be  stated  con¬ 
cerning  the  same,  the  Trustee  shall  release  such  stocks  or 
such  bonds  so  sold  from  the  lien  of  this  indenture  and  shall 
deliver  the  same,  if  in  the  possession  of  the  Trustee,  to 
the  purchaser  thereof  pursuant  to  the  provisions  of  the 
resolution  aforesaid;  provided,  however ,  that  the  consid¬ 
eration  therefor  shall  simultaneously  be  paid  to  the  Trus¬ 
tee  unless  applied  in  accordance  with  the  terms  of  a 
prior  pledge  or  assignment;  and  provided  further,  that 
the  Trustee  may  require  the  value  of  such  stocks  or 
bonds  to  be  ascertained  by  an  appraiser  or  appraisers 
appointed  by  the  Railway  Company  and  satisfactory  to 
the  Trustee. 

Sec.  6.  All  moneys  receivable  for  property  released  as 
provided  in  the  foregoing  sections  of  this  Article,  and  all 


149 


moneys  receivable  as  compensation  for  any  property  sub¬ 
ject  to  this  indenture  taken  by  exercise  of  the  power  of 
eminent  domain  and,  except  as  in  this  indenture  other¬ 
wise  provided,  any  and  all  other  moneys  at  any  time 
receivable  by  the  Trustee,  unless  applied  in  accordance 
with  the  requirements  of  mortgages  or  pledges  constitut¬ 
ing  prior  liens  thereon  or  on  part  thereof,  shall  be  re¬ 
ceived  and  be  held  by  the  Trustee  as  a  part  of  the  trust 
estate,  and  considered  as  deposited  cash  under  Section 
7  of  Article  Three,  and  from  time  to  time,  upon  receipt 
of  a  certified  copy  of  a  resolution,  opinion  of  counsel, 
and  authenticated  certificate  or  order  of  authorization,  as 
required  by  said  Section  7  of  Article  Three,  the  Trustee 
shall  pay  such  moneys  to,  or  upon  the  written  order  of, 
the  Railway  Company. 

Any  of  said  moneys  may  also  be  used  by  the  Railway 
Company  for  the  purchase  of  bonds  previously  issued 
under  the  provisions  of  this  indenture,  at  a  price  or 
prices  not  exceeding  the  fair  market  value  thereof  at 
the  time  of  purchase.  Upon  delivery  to  and  deposit 
with  the  Trustee  from  time  to  time  of  bonds  issued  under 
this  indenture,  either  in  bearer  form  or  accompanied  by 
proper  instruments  of  assignment  and  transfer,  whether 
cancelled  or  uncancelled  (together  with  all  unmatured 
coupons,  if  any,  thereto  belonging),  the  Trustee  out  of 
the  moneys  referred  to  in  this  Section  6  of  this  Article 
Ten,  shall  pay  to  the  Railway  Company,  or  upon  its 
written  order,  a  sum  equal  to  the  fair  market  value 
expended,  or  to  be  expended,  by  the  Railway  Company  in 
the  acquisition  of  the  bonds  so  delivered  to  and  deposited 
with  the  Trustee.  Said  fair  market  value  shall  in  no 


150 


Worn  out  machinery,  etc., 
may  be  sold  and  replaced 
by  new. 


Alteration  of  leases  and 
trackage  contracts. 


Release  of  shares  of  capital 
stock  when  Railway  Com¬ 
pany  owns,  subject  to  lien 
hereof,  all  property  of 
company  whose  shares  are 
pledged. 


event  exceed  the  principal  amount  of  such  bonds  so 
delivered  to  and  deposited  with  the  Trustee.  Any  un¬ 
cancelled  General  Mortgage  bonds  delivered  to  and  de¬ 
posited  with  the  Trustee  under  and  pursuant  to  this  Sec¬ 
tion  G  of  this  Article  Ten,  shall  be  cancelled  by  the 
Trustee  upon  the  written  order  of  the  Railway  Company. 

Sec.  7.  From  time  to  time,  while  it  is  in  possession  of 
any  property  subject  to  this  indenture,  the  Railway  Com¬ 
pany  also  shall  have  full  power,  in  its  discretion,  to  dis¬ 
pose  of  any  portion  of  the  machinery,  equipment  and 
implements,  at  any  time  subject  to  the  lien  hereof,  which 
may  have  become  unfit  for  such  use,  replacing  the  same 
by  new  machinery,  equipment  or  implements,  of  equal 
value,  which  shall  become  subject  to  this  indenture.  In 
no  event  shall  any  purchaser  or  purchasers  of  any  prop¬ 
erty  sold  or  disposed  of  under  any  provision  of  this 
Article  be  required  to  see  to  the  application  of  the  pur¬ 
chase  money. 

Sec.  8.  The  Railway  Company,  from  time  to  time,  may 
make  changes  or  alterations  in,  or  substitutions  for,  any 
leases,  trackage  rights  or  contracts  that  are  subject  to 
this  indenture.  In  any  such  event  any  modified,  altered 
or  substituted  leases,  contracts  or  trackage  rights  forth¬ 
with  shall  become  bound  by  and  be  subject  to  the  terms  of 
this  indenture,  in  the  same  manner  as  those  previously 
existing. 

Sec.  9.  Whenever  the  Railway  Company  shall  own  and 
hold,  directly  subject  to  the  lien  of  this  indenture,  all  the 
property,  both  real  and  personal,  of  any  company,  of 


151 


whose  shares  of  capital  stock  all  or  a  majority  shall  then 
be  held  by  the  Trustee  subject  to  this  indenture,  upon  the 
written  request  of  the  Railway  Company,  the  Trustee 
shall  release  all  such  shares  so  held  by  it  from  the  lien 
of  this  indenture  and  shall  deliver  to  the  Railway  Com¬ 
pany  certificates  therefor  properly  assigned  for  transfer. 

Sec.  10.  Whenever  the  Railway  Company  shall  own 
and  hold  directly  subject  to  the  lien  of  this  indenture  as  a 
first  lien  thereon  (subject  only  to  the  lien  or  liens  of  any 
indenture  or  indentures  securing  bonds  pledged  to  the 
Trustee  under  this  indenture),  an  undivided  one-half 
interest  in  the  lines  of  railway  of  the  Spokane,  Portland 
and  Seattle  Railway  Company,  the  Trustee  shall  release 
all  shares  of  the  capital  stock  of  said  Spokane,  Portland 
and  Seattle  Railway  Company  held  by  it,  from  the  lien 
of  this  indenture,  and  shall  deliver  to  the  Railway  Com¬ 
pany  certificates  therefor  properly  assigned  for  transfer, 
and,  further,  shall  cancel  and  release  from  the  lien  of 
this  indenture  any  bond  or  bonds  secured  by  indenture 
or  indentures  of  said  Spokane,  Portland  and  Seattle 
Railway  Company  held  by  the  Trustee,  upon  being  fur¬ 
nished  evidence  satisfactory,  and  in  satisfactory  form,  to 
the  Trustee,  of  the  release  of  any  indenture  or  indentures 
securing  any  of  said  bonds  of  said  Spokane,  Portland 
and  Seattle  Railway  Company. 

Sec.  11.  From  time  to  time,  upon  the  written  order 
of  the  Railway  Company,  accompanied  by  a  certified  copy 
of  a  resolution  of  its  Board  of  Directors,  or  the  Executive 
Committee  of  its  Board  of  Directors,  authorizing  such 


Release  of  stock  and  bonds 
of  S.  P.  &  S. 


Release  of  N.  P.-G.  N. 
Joint.  614%  Bonds  upon 
deposit  of  shares  of  capital 
stock  of  C.  B.  &  Q. 


152 


Powers  hereunder  may  be 
exercised  by  receiver  or 
Trustee  in  possession. 


Certificate  of  President, 
etc.,  conclusive  of  facts. 


order,  the  Trustee  shall  release  from  the  lien  and  opera¬ 
tion  of  this  indenture  any  of  the  proposed  Northern 
Pacific-Great  Northern  Joint  15-Year  0^%  Convertible 
Gold  Bonds  then  pledged  hereunder,  upon  the  delivery 
to  the  Trustee  of  shares  of  the  capital  stock  of  the  Chi¬ 
cago,  Burlington  &  Quincy  Railroad  Company  of  the 
par  value  of  $77  (plus  a  pro  rata  proportion  of  any 
increase  in  the  capital  stock  of  said  Company  by  way 
of  stock  dividend  subsequent  to  July  1,  1921)  for  each 
$100,  face  amount,  of  said  Northern  Pacific-Great  North¬ 
ern  Joint  15-Year  61/2%  Convertible  Gold  Bonds  so  re¬ 
leased  from  the  lien  of  this  indenture. 

Sec.  12.  In  case  any  property  subject  to  this  indenture 
shall  be  in  the  possession  of  a  receiver  lawfully  appointed, 
the  powers  in  and  by  this  Article  conferred  upon  the  Rail¬ 
way  Company  may  be  exercised  by  such  receiver  with  the 
approval  of  the  Trustee,  and  if  the  Trustee  shall  be  in 
possession  of  any  such  property  under  any  provision  of 
this  indenture,  then  all  the  powers  in  and  by  this  Article 
conferred  upon  the  Railway  Company  may  be  exercised 
by  the  Trustee  in  its  discretion.  Anything  in  this  Article 
Ten  to  the  contrary  notwithstanding,  the  Trustee  may, 
but  shall  not  be  required  to,  release  to  the  Railway  Com¬ 
pany  from  the  lien  of  this  indenture,  any  property  subject 
to  the  lien  of  this  indenture  as  in  and  by  this  Article  Ten 
provided  for,  if,  at  the  time  such  release  be  requested,  any 
of  the  events  of  default  shall  have  happened  and  be  con¬ 
tinuing. 

Sec.  13.  A  certificate  signed  by  the  President,  or  a  Vice- 
President,  or  the  Chief  Engineer,  and  the  Treasurer,  or 


153 


Comptroller,  or  other  chief  accounting  officer  of  the  Rail¬ 
way  Company,  may  be  received  by  the  Trustee  as  con¬ 
clusive  evidence  of  the  facts  mentioned  in  this  Article, 
and  shall  be  full  warrant  and  protection  to  the  Trustee 
for  its  action  on  the  faith  thereof. 

ARTICLE  ELEVEN. 

Provisions  for  Supplemental  Indentures. 

Section  1.  The  Railway  Company,  when  authorized 
by  resolution  of  its  Board  of  Directors,  or  Executive  Com¬ 
mittee  of  its  Board  of  Directors,  and  the  Trustee  from 
time  to  time  and  at  any  time,  may  enter  into  an  indenture 
or  indentures  supplemental  hereto  and  which  thereafter 
shall  form  part  hereof  for  any  one  or  more  of  the  follow¬ 
ing  purposes: 

(a)  To  convey,  transfer  and  assign  to  the  Trustee 
and  to  subject  to  the  lien  of  this  indenture,  with  the 
same  force  and  effect  as  though  included  in  the  grant¬ 
ing  clause  hereof,  additional  railroads  or  leases 
thereof,  bonds,  shares  of  capital  stock,  equipment 
and  any  other  property  then  owned  by  the  Railway 
Company,  acquired  by  it  through  consolidation  or 
merger  or  by  purchase,  or  otherwise.  The  prior  debt 
secured  by  mortgage  to  which  any  lines  of  railroad 
so  conveyed  shall  be  subject,  shall  be  specified  and 
described  and  the  amount  thereof  stated  in  such 
supplemental  indenture;  and  the  prior  debt  so  speci¬ 
fied  and  described  shall  thereupon  and  thereafter 
be  deemed  and  taken  to  be  included  in  Section  2  of 
Article  Three  hereof. 


Purposes  for  which  Railway 
Company  and  Trustee  may 
enter  into  indentures 
supplemental  hereto. 


154 


(b)  To  specify  and  state  the  bonded  indebtedness, 
and  the  amount  thereof,  of  any  company  which  here¬ 
after  shall  be  consolidated  with  or  merged  into,  or 
whose  railroad  property  hereafter  shall  be  acquired 
by,  the  Railway  Company,  although  such  bonded 
indebtedness  may  not  be  secured  by  mortgage,  which 
bonded  indebtedness  is  to  be  regarded  as  forming  a 
part  of  the  prior  debt  of  the  Railway  Company,  and 
to  retire  which,  at  or  before  maturity,  bonds  are  to 
be  reserved  as  provided  in  Section  3  of  Article  Three 
hereof. 

(c)  To  evidence  the  succession  of  another  corpo¬ 
ration  to  the  Railway  Company,  or  successive  suc¬ 
cessions,  and  the  assumption  by  a  successor  corpora¬ 
tion  of  the  covenants  and  obligations  of  the  Railway 
Company  under  this  indenture. 

(d)  To  make  provision  for  the  appointment  of  a 
co-trustee  as  hereinafter  provided  for  in  Section  6 
of  Article  Twelve  of  this  indenture. 

(e)  To  make  such  provision  as  may  be  necessary 
or  desirable  with  respect  to  any  series  of  bonds,  if 
any,  issued  under  this  indenture,  convertible  into 
shares  of  the  capital  stock  of  the  Railway  Company. 

(/)  To  add  to  the  limitations  on  the  authorized 
amount,  issue  and  purposes  of  issue  of  bonds  issuable 
under  Sections  5  and  7  of  Article  Three  of  this  in¬ 
denture,  other  than  the  limitations  herein  provided 
for. 


155 


(g)  To  make  provision  in  regard  to  matters  or 
questions  arising  under  this  indenture  as  may  be 
necessary  or  desirable  and  not  inconsistent  with  this 
indenture. 

Sec.  2.  The  Trustee  is  hereby  authorized  to  join  Trustee  authorized  to  join 

in  indentures  supplemental 

with  the  Railway  Company  in  the  execution  of  any  such  hereto, 
supplemental  indenture  to  make  the  further  agreements 
and  stipulations  which  may  be  therein  contained  and  to 
accept  conveyance,  transfer  and  assignment  of  any  prop¬ 
erty  thereunder. 


ARTICLE  TWELVE. 

Concerning  the  Trustee. 

Section  1.  The  Trustee  shall  not  be  answerable  for  the  Trustee  only  answerable  tor 

reasonable  care  in  selecting 

default  or  the  misconduct  of  any  agent  or  attorney  agents,  etc. 
appointed  in  pursuance  hereof,  if  such  agent  or  attorney 
shall  have  been  selected  with  reasonable  care,  or  for  the 
exercise  of  any  discretion  or  power  hereunder,  or  for 
anything  whatever  in  connection  with  this  trust,  except 
its  own  wilful  misconduct  or  gross  negligence.  The  Trus¬ 
tee  shall  be  protected  in  acting  upon  any  notice,  request, 
consent,  certificate,  bond  or  other  paper  or  document 
believed  by  it  to  be  genuine  and  to  have  been  signed  by 
the  proper  party. 

The  Trustee  shall  not  be  personally  liable  for  any  debts  Trustee  not  personally  liable 

while  in  possession  and 

duly  contracted  by  it,  or  for  damages  to  persons  or  prop- managing  premises- 
erty  carried  or  injured,  or  for  salaries  or  nonfulfillment  of 
contracts,  during  any  period  wherein  the  Trustee  shall 
manage  the  trust  property  or  premises  upon  entry  or  vol¬ 
untary  surrender  as  aforesaid.  Neither  shall  the  Trustee 


156 


Indemnity  to  Trustee. 


Discretion  of  Trustee  not 
restricted. 


Trustee  not  responsible 
for  recording. 


be  under  any  obligation  to  take  any  action  towards  the 
execution  or  enforcement  of  the  trusts  hereby  created, 
which,  in  the  opinion  of  the  Trustee,  shall  be  likely  to 
involve  expense  or  liability,  unless  one  or  more  of  the 
holders  of  the  General  Mortgage  bonds  shall,  as  often  as 
required  by  the  Trustee,  furnish  indemnity  satisfactory  to 
it  against  such  expense  or  liability ;  nor  shall  the  Trustee 
be  required  to  take  notice  of  any  default  hereunder,  unless 
notified  in  writing  of  such  default  by  the  holders  of  at 
least  five  per  centum  in  amount  of  the  General  Mortgage 
bonds  then  outstanding,  or  to  take  any  action  in  respect 
of  any  default  unless  requested  to  take  action  in  respect 
thereof  by  a  writing  signed  by  the  holders  of  not  less  than 
twenty  per  centum  in  amount  of  the  General  Mortgage 
bonds  then  outstanding,  and  tendered  indemnity  satisfac¬ 
tory  to  the  Trustee,  as  aforesaid,  anything  herein  con¬ 
tained  to  the  contrary  notwithstanding;  but  the  foregoing 
provisions  of  this  section  are  intended  only  for  l he  protec¬ 
tion  of  the  Trustee,  and  shall  not  be  construed  to  affect  any 
discretion  or  power  by  any  provision  of  this  indenture 
given  to  the  Trustee,  to  determine  whether  or  not  it  shall 
take  action  in  respect  of  any  default  without  such  notice 
or  request  from  bondholders,  or  to  affect  any  other  discre¬ 
tion  or  power  given  to  the  Trustee. 

The  Trustee  shall  not  be  responsible  for  the  recording 
of  this  indenture  and  shall  not  be  required  to  file  or  refile 
the  same  as  a  chattel  mortgage,  nor  shall  it  be  responsible 
for  the  recording  of  any  indenture  or  instrument  supple¬ 
mental  to  this  indenture,  nor  shall  it  be  required  to  file 
or  refile  the  same  as  a  chattel  mortgage  or  otherwise,  nor 
shall  the  Trustee  be  under  any  duty  to  give  notice  to  any- 


157 


body  of  this  indenture  or  any  instrument  supplemental 
hereto. 

The  Trustee  shall  be  reimbursed  by  the  Railway  Com-  Reimbursement  and 

"  *  indemnity  to  Trustee. 

pany  for,  and  be  indemnified  against,  any  liability  or 
damages  which  may  be  sustained  by  it  in  the  premises. 

The  Trustee  shall  be  secured  under  this  indenture  prefer¬ 
entially  to  the  bonds  issued  under  this  indenture,  for  its 
compensation  and  expenses,  and  also  for  any  liability  or 
damages  by  it  sustained  in  the  premises. 

The  Trustee  shall  not  be  accountable  for  the  use  of  Trustee  not  responsible 

for  use  of  bonds  hereunder, 

any  bonds  authenticated  and  delivered  by  the  Trustee  ™  rentals herein!7  hereof' 
hereunder  or  for  the  application  of  the  proceeds  of  any 
such  bonds. 

The  recitals  and  statements  in  this  indenture  and  in 
the  General  Mortgage  bonds  and  coupons  contained  are 
and  shall  be  taken  as  statements  by  the  Railway  Company 
alone  and  are  not  and  shall  not  be  taken  as  made  by,  and 
shall  not  be  considered  as  imposing  any  obligation  or 
liability  upon,  the  Trustee,  nor  shall  the  Trustee  be  held 
responsible  for  the  legality  or  validity  of  this  indenture 
or  of  said  bonds  or  coupons  or  of  any  supplemental  inden¬ 
ture  or  of  any  instrument  of  further  assurance. 

The  Trustee  makes  no  covenant  or  representation 
respecting  the  rights  of  the  holders  of  any  of  the  bonds 
or  coupons  secured  by  this  indenture  or  the  title  or  inter¬ 
est  of  the  Railway  Company  in  or  to  the  mortgaged  and 
pledged  property,  or  respecting  the  validity  of  any  assign¬ 
ment  under  which  any  securities  held  hereunder  were 
acquired  by  the  Railway  Company  or  assigned  to  the 
Trustee,  or  the  nature,  extent  or  sufficiency  of  the  security 
afforded  by  the  mortgaged  and  pledged  property. 


158 


Trustee  may  advise  with 
legal  counsel. 


Evidence  on  which  Trustee 
may  rely. 


Definitions,  “written 
order”,  etc. 


The  Trustee  may  advise  with  legal  counsel,  and  shall 
be  fully  protected  in  any  action  under  this  indenture 
taken  or  suffered  in  good  faith  by  it,  in  accordance  with 
the  opinion  of  counsel,  and  such  action  so  taken  shall  be 
conclusive  on  the  Railway  Company  and  on  all  holders 
of  the  bonds  hereby  secured.  The  Railway  Company 
agrees  to  pay  the  reasonable  expenses  of  counsel  so 
employed  by  the  Trustee. 

In  all  cases  where  this  indenture  does  not  make  other 
express  provisions,  as  to  the  evidence  on  which  the  Trus¬ 
tee  may  act  or  refrain  from  acting  or  upon  which  it  may 
rely,  the  Trustee  shall  be  protected,  in  acting  or  refraining 
from  acting  under  any  provision  of  this  indenture,  in  rely¬ 
ing  upon  the  certificate,  as  to  any  matter  therein  men¬ 
tioned,  signed  by  the  President,  or  a  Vice-President,  or  the 
Chief  Engineer,  and  by  the  Treasurer,  or  Comptroller,  or 
other  chief  accounting  officer  of  the  Railway  Company. 
In  all  cases  where  this  indenture  does  not  make  other 
express  provisions  as  to  the  form,  nature  or  character 
of  the  “written  order  or  orders”,  “written  request”  or 
“direction”  of  the  Railway  Company  on  which  the  Trus¬ 
tee  may  act,  or  refrain  from  acting,  or  upon  which  it  may 
rely,  the  Trustee  shall  be  protected  in  acting,  or  refrain¬ 
ing  from  acting,  under  any  provision  of  this  indenture, 
in  relying  upon  the  written  order,  request  or  direction 
of  the  President,  or  any  Vice-President,  of  the  Railway 
Company,  as  to  any  matter  mentioned  in  such  written 
order  or  orders,  request  or  direction.  In  all  cases  where 
this  indenture  does  not  make  other  express  provisions  as 
to  the  form,  nature  or  character  of  the  “certified  copy  of 
resolution  or  resolutions”  on  which  the  Trustee  may  act, 


159 


or  refrain  from  acting,  or  upon  which  it  may  rely,  the 
Trustee  shall  be  protected  in  acting,  or  refraining  from 
acting,  under  any  provision  of  this  indenture,  in  relying 
upon  resolution  or  resolutions  certified  to  by  the  Secre¬ 
tary,  or  any  Assistant  Secretary,  of  the  Railway  Com¬ 
pany. 

The  Trustee  shall  be  entitled  to  reasonable  compensa-  Trustee’s  compensation, 
tion  for  all  services  rendered  by  it  in  the  execution  of  the 
trusts  hereby  created,  and  the  Railway  Company  agrees 
to  pay  such  compensation,  as  well  as  all  expenses  neces¬ 
sarily  or  properly  incurred  or  disbursed  by  the  Trustee 
hereunder.  It  shall  be  no  part  of  the  duties  of  the  Trus¬ 
tee  to  effect  insurance  upon  any  of  the  property  covered 
by  this  indenture. 

Any  interest  accruing  upon  any  funds  in  the  hands  of  Interest  on  funds  held 

by  Trustee. 

the  Trustee  shall  be  held  by  the  Trustee,  as  a  part  of  the 
principal  upon  which  such  interest  has  accrued,  and 
shall  be  disposed  of  by  the  Trustee  with  such  principal. 

Any  action  taken  by  the  Trustee  pursuant  to  this  Any  action  taken  by  Trus¬ 
tee  binding  on  bondholders. 

indenture  upon  the  request  or  authority  or  consent  of  any 
bondholder  shall  be  conclusive  and  binding  upon  all 
future  owners  of  the  bond  or  bonds  in  respect  of  which 
such  request,  authority  or  consent  was  given,  and  the 
bonds  issued  in  exchange  therefor  or  in  place  thereof. 

The  Trustee  may  become  the  owner  of  bonds  and  cou-  Trustee  may  become  owner 

of  bonds,  etc. 

pons  secured  hereby  with  the  same  rights  which  it  would 
have  if  it  were  not  Trustee. 

Any  moneys  received  by  the  Trustee  under  any  pro¬ 
vision  of  this  indenture  may  be  treated  by  it,  until  it  is 
required  to  pay  out  the  same  conformably  herewith,  as  a 


160 


Notice  by  bondholders  to 
Trustee  of  any  default. 


Resignation  and  removal 
of  Trustee. 


deposit  without  any  liability  for  interest  save  as  it  shall 
agree  with  the  Railway  Company  to  pay  interest  thereon. 

Sec.  2.  The  Trustee,  unless  and  until  it  shall  have  re¬ 
ceived  written  notice  to  the  contrary  from  (1)  the  holders 
of  five  per  centum  in  amount  of  the  General  Mortgage 
bonds  outstanding,  or  (2)  the  holders  of  twenty  per 
centum  in  amount  of  any  series  of  the  General  Mortgage 
bonds  which  have  become  due  by  declaration  or  otherwise, 
may,  for  all  purposes  of  this  indenture,  assume  that  no 
default  has  happened  under  any  mortgage  or  deed  of  trust 
covering  the  mortgaged  and  pledged  premises,  or  any  part 
thereof,  or  under  any  bond  secured  by  any  such  mortgage 
or  deed  of  trust;  that  no  default  has  been  made  in  the 
payment  of  any  of  said  bonds,  or  in  the  observance  or 
performance  of  any  other  of  the  covenants  contained  in 
said  bonds  or  in  the  mortgage  or  deed  of  trust  securing 
the  same ;  that  no  receiver  has  been  appointed  of  the  rail¬ 
ways  or  of  any  of  them  constituting  part  of  the  mortgaged 
and  pledged  premises;  that  no  trustee  under  any  mort¬ 
gage  or  deed  of  trust  covering  the  property  or  any  part 
thereof  constituting  the  mortgaged  or  pledged  premises 
is  or  has  been  in  possession  of  the  property  embraced 
in  such  mortgage  or  deed  of  trust;  that  the  Railway 
Company  is  not  in  default  under  this  indenture,  and  that 
none  of  the  events  hereinbefore  denominated  events  of 
default  has  happened.  The  notice  to  the  Trustee  in  this 
section  provided  for  shall  distinctly  specify  the  default 
desired  to  be  brought  to  the  attention  of  the  Trustee. 

Sec.  3.  The  Trustee,  or  any  trustee  or  trustees  here¬ 
after  appointed,  may  resign  and  be  discharged  from  the 


161 


trusts  created  by  this  indenture  by  giving  to  the  Railway 
Company  and  to  the  bondholders  notice  by  publication  of 
such  resignation,  specifying  a  date  when  such  resignation 
shall  take  effect,  which  notice  shall  be  published  at  least 
once  on  a  day  not  less  than  thirty  days  nor  more  than 
sixty  days  prior  to  the  date  so  specified,  in  a  newspaper 
at  that  time  published  in  New  York,  N.  Y.,  and  in  a  news¬ 
paper  at  that  time  published  in  Saint  Paul,  Minnesota. 
Such  resignation  shall  take  effect  on  the  day  specified  in 
such  notice,  unless  previously  a  successor  trustee  shall 
have  been  appointed  as  hereinafter  provided,  either  by 
the  Railway  Company  or  by  the  bondholders,  in  which 
event  such  resignation  shall  take  effect  immediately  upon 
the  appointment  of  such  successor  trustee. 

Any  trustee  hereunder  may  be  removed  at  any  time  by 
an  instrument  in  writing  under  the  hands  of  the  holders 
of  two-thirds  in  amount  of  the  General  Mortgage  bonds 
then  outstanding. 

Sec.  4.  In  case  at  any  time  the  Trustee,  or  any  succes¬ 
sor  trustee,  shall  resign  or  shall  be  removed  or  otherwise 
shall  become  incapable  of  acting,  a  successor  or  successors 
may  be  appointed  by  the  holders  of  a  majority  in  amount 
of  the  General  Mortgage  bonds  then  outstanding,  by  an 
instrument  or  concurrent  instruments  signed  by  such 
bondholders  or  their  attorneys  in  fact  duly  authorized ; 
but,  until  a  new  trustee  shall  be  appointed  by  the  bond¬ 
holders  as  herein  authorized,  the  Railway  Company,  by 
an  instrument  executed  by  order  of  its  Board  of  Directors, 
or  of  the  Executive  Committee  of  its  Board  of  Directors, 
may  appoint  a  trustee  to  fill  such  vacancy;  provided,  Jioiv- 


Appointment  of  successor 
Trustee. 


162 


Acceptance  of  trust  by 
new  Trustee  and  effect 
thereof. 


ever,  that  any  new  trustee  appointed  in  succession  to 
the  Trustee,  or  in  succession  to  any  such  successor,  shall 
always  be  either  (1)  a  trust  company  in  the  City  of  New 
York,  having  a  capital  and  surplus  aggregating  at  least 
$2,000,000,  or  (2)  a  bank  organized  and  existing  under 
the  laws  of  the  United  States  of  America,  having  its 
principal  office  and  place  of  business  in  the  City  of  New 
York,  having  a  capital  and  surplus  aggregating  at  least 
$2,000,000,  if  there  be  such  a  trust  company  or  bank 
willing  and  able  to  accept  the  trust  upon  reasonable  and 
customary  terms.  After  any  such  appointment  by  the 
Railway  Company,  it  shall  publish  notice  of  such  appoint¬ 
ment  once  in  each  of  four  successive  weeks  in  a  newspaper 
published  in  New  York,  N.  Y.,  and  a  newspaper  published 
in  Saint  Paul,  Minnesota,  and  any  new  trustee  so 
appointed  by  the  Railway  Company  shall  immediately 
and  without  further  act  be  superseded  by  a  trustee  ap¬ 
pointed  in  the  manner  above  provided  by  the  holders  of  a 
majority  in  amount  of  the  General  Mortgage  bonds,  if 
such  appointment  by  such  bondholders  be  made  prior 
to  the  expiration  of  twelve  months  after  such  publication 
of  notice. 

Any  successor  trustee  appointed  hereunder  shall  ex¬ 
ecute,  acknowledge  and  deliver  to  the  Railway  Company 
an  instrument  accepting  such  appointment  hereunder, 
and  thereupon  such  successor  trustee,  without  any  fur¬ 
ther  act,  deed  or  conveyance,  shall  become  vested  with  all 
the  estates,  properties,  rights,  powers,  trusts,  duties  and 
obligations  of  its  predecessor  in  the  trust  hereunder,  with 
like  effect  as  if  originally  named  as  trustee  herein;  but 
nevertheless,  on  the  written  request  of  the  Railway  Com- 


163 


pany  or  of  the  successor  trustee,  the  trustee  ceasing  to 
act  shall  execute  and  deliver  an  instrument  transferring 
to  such  successor  trustee,  upon  the  trusts  herein  ex¬ 
pressed,  all  the  estates,  properties,  rights,  powers  and 
trusts  of  the  trustee  so  ceasing  to  act,  and  shall  duly 
assign,  transfer  and  deliver  its  interest  in  any  stocks, 
bonds  or  other  property  and  moneys  subject  to  this  inden¬ 
ture  to  the  successor  trustee  so  appointed  in  its  place; 
and,  upon  request  of  any  such  successor  trustee,  the 
Railway  Company  shall  make,  execute,  acknowledge  and 
deliver  any  and  all  deeds,  conveyances  or  other  instru¬ 
ments  in  writing  for  more  fully  and  certainly  vesting  in 
and  confirming  to. such  successor  trustee  all  such  estates, 
properties,  rights,  powers  and  duties. 

Sec.  5.  Any  company  into  which  the  Trustee  or  any 
successor  to  it  in  the  trust  created  by  this  indenture  may 
be  merged,  or  with  which  it  or  any  successor  to  it  may  be 
consolidated  or  any  company  resulting  from  any  merger 
or  consolidation  to  which  the  Trustee  or  any  successor  to 
it  shall  be  a  part,  provided  that  such  company  shall  be  a 
corporation  organized  under  (1)  the  laws  of  the  United 
States,  or  (2)  the  laws  of  the  State  of  New  York,  having 
a  capital  and  surplus  of  at  least  $2, 000, 000  and  shall  do 
business  in  the  City  of  New  York,  shall  be  the  successor  to 
the  Trustee  under  this  indenture  without  the  execution 
or  filing  of  any  paper  or  any  further  act  on  the  part  of 
either  of  the  parties  hereto,  anything  herein  to  the 
contrary  notwithstanding.  In  case  any  of  the  bonds 
issuable  under  this  indenture  shall  have  been  authen- 


Successor  Trustee  by 
merger  or  consolidation. 


164 


Appointment  of  separate 
trustee  or  co-trustee. 


ticated  but  not  delivered,  any  such  successor  trustee  may 
adopt  the  certificate  of  authentication  of  the  Trustee, 
or  of  any  successor  to  it  as  Trustee  hereunder,  and 
deliver  the  bonds  so  authenticated;  and  in  case  of  any 
of  the  bonds  issuable  hereunder  shall  not  have  been 
authenticated,  any  successor  trustee  may  authenticate 
such  bonds  in  its  own  name,  and  in  all  such  cases  such 
authentication  shall  have  the  full  force  and  effect  which 
anywhere  in  said  bonds  or  in  this  indenture  it  is  provided 
that  the  authentication  of  the  Trustee  shall  have. 

Sec.  6.  If,  at  any  time  or  times,  in  order  to  conform 
to  any  law  of  any  locality  in  which  the  Railway  Company 
now  holds,  or  at  any  time  hereafter  shall  hold,  any  pi*op- 
erty  subject  to  the  lien  of  this  indenture,  or  if  the  Trus¬ 
tee  shall  be  advised  by  counsel  satisfactory  to  it  that 
it  is  necessary  or  prudent  in  the  interest  of  the  bond¬ 
holders  so  to  do,  or  if  the  holders  of  a  majority  in  prin¬ 
cipal  amount  of  bonds  outstanding  under  this  indenture 
shall  in  writing  request  the  Trustee  and  the  Railway 
Company  so  to  do,  the  Trustee  and  the  Railway  Companj7 
shall  unite  in  the  execution,  delivery  and  performance  of 
all  instruments  and  agreements  necessary  or  proper  to 
appoint  another  company,  or  one  or  more  persons,  ap¬ 
proved  by  the  Trustee,  either  to  act  as  co-trustee  or  as 
co-trustees,  for  the  purpose  of  this  indenture,  of  all  or 
any  of  the  property  subject  to  this  indenture,  jointly 
with  the  Trustee  originally  named  herein,  or  its  successor, 
or  to  act  as  separate  trustee  or  trustees  of  any  of  such 
property ;  and  the  company — and  its  successor  or  succes- 


165 


sors  through  consolidation,  merger  or  otherwise — or  the 
person  or  persons  so  appointed,  shall  be  such  co-trustee 
or  co-trustees  or  separate  trustee  or  separate  trustees, 
with  such  powers  and  duties  as  shall  be  specified  in  such 
instruments  and  agreements  to  be  executed  as  aforesaid. 


ARTICLE  THIRTEEN. 

Possession  until  Default — Defeasance  Clause. 

Section  1.  Until  the  happening  of  one  or  more  of  Possession  of  premises  by 

Railway  Company  and  its 

the  events  of  default  enumerated  in  Section  2  of  Article  rights  until  default. 
Seven  of  this  indenture  and  the  continuance  of  any  such 
event  of  default  for  the  period,  if  any,  therein  specified 
in  respect  thereof,  the  Railway  Company,  its  successors 
and  assigns,  shall  be  suffered  and  permitted  to  retain  ac¬ 
tual  possession  of  all  the  property  subject  to  this  inden¬ 
ture  (other  than  bonds,  certificates  of  stock,  cash  and 
other  property  pledged  or  to  be  pledged  hereunder  to 
the  Trustee)  and  to  manage,  operate  and  use  the  same 
and  every  part  thereof,  with  the  rights  and  franchises  ap¬ 
pertaining  thereto,  and  to  collect,  receive,  take,  use  and 
enjoy  the  tolls,  earnings,  income,  rents,  issues  and  profits 
thereof. 

Sec.  2.  If,  when  the  General  Mortgage  bonds  shall  Defeasance, 
have  become  due  and  payable,  the  Railway  Company  well 
and  truly  shall  pay,  or  cause  to  be  paid,  the  whole  amount 
of  the  principal  and  interest  due  upon  all  General  Mort¬ 
gage  bonds  and  coupons  then  outstanding,  or  shall 
provide  for  the  payment  of  such  bonds  and  coupons  by 


166 


Satisfaction  of  mortgage 
lien  on  demand  of  Railway 
Company. 


Successors  and  assigns  of 
Railway  Company. 


Leases  of  all  the  mortgaged 
premises  ;  conditions  on 
which  may  be  made. 


depositing  with  the  Trustee  hereunder  the  entire  amount 
due  thereon  for  principal  and  interest,  and  also  shall  pay, 
or  cause  to  be  paid,  all  other  sums  payable  hereunder  by 
the  Railway  Company,  and  well  and  truly  shall  keep  and 
perform  all  the  things  herein  required  to  be  kept  and  per¬ 
formed  by  it  according  to  the  true  intent  and  meaning  of 
this  indenture,  then  and  in  that  case  all  property,  rights 
and  interests  hereby  conveyed  or  assigned  or  pledged  shall 
revert  to  the  Railway  Company,  and  the  estate,  rights, 
title  and  interest  of  the  Trustee  thereupon  shall  cease,  de¬ 
termine  and  become  void,  and  the  Trustee  in  such  case, 
on  demand  of  the  Railway  Company,  and  at  its  cost  and 
expense,  shall  enter  satisfaction  of  this  indenture  upon  the 
record ;  otherwise  the  same  shall  be,  continue  and  remain 
in  full  force  and  virtue. 

ARTICLE  FOURTEEN. 

Successors  and  Assigns. 

All  the  covenants,  stipulations,  promises  and  agree¬ 
ments  in  this  indenture  contained  by  or  in  behalf  of  the 
Railway  Company  shall  bind  its  successors  and  assigns, 
whether  so  expressed  or  not. 


ARTICLE  FIFTEEN. 

Leases,  Sales  and  Consolidations. 

Section  1.  Nothing  contained  in  this  indenture,  or  in 
any  General  Mortgage  bonds,  shall  prevent  any  lease,  sub¬ 
ject  to  the  continuing  prior  lien  of  this  indenture  and  to 


167 


all  the  provisions  thereof,  of  all  the  property  subject  to  this 
indenture,  to  a  railway  corporation  at  that  time  existing 
under  and  by  virtue  of  the  laws  of  any  state  or  states, 
or  of  the  United  States1,  and  empowered  to  take  such  a 
lease;  'provided,  however,  that  such  lease,  as  part  of  the 
annual  rental  thereby  reserved,  shall  require  the  lessee 
therein  to  pay  the  interest  on  all  General  Mortgage  bonds 
from  time  to  time  outstanding  under  this  indenture,  and 
shall  be  made  subject  to  termination  by  the  Trustee  here¬ 
under  in  case  of  the  happening  of  an  event  of  default,  or 
by  the  purchaser  at  any  sale  of  the  mortgaged  and  pledged 
premises,  made  in  enforcement  of  this  indenture. 

Sec.  2.  Nothing  contained  in  this  indenture,  or  in  any 
General  Mortgage  bond,  shall  prevent  any  consolidation 
or  merger  of  the  Railway  Company  with  any  other  cor¬ 
poration,  or  any  sale,  subject  to  the  continuing  lien  of 
this  indenture  and  to  all  the  provisions  thereof,  of  all  the 
property  subject  to  this  indenture,  as  an  entirety,  to  a 
railway  corporation  at  that  time  existing  under  and  by  vir¬ 
tue  of  the  laws  of  any  state  or  states,  or  of  the  United 
States,  and  empowered  to  acquire  the  same;  provided, 
h oiv ever,  that  such  consolidation,  merger  or  sale  shall  be 
upon  such  terms  as  to  preserve  and  not  to  impair  the  lien 
and  security  of  this  indenture,  or  any  of  the  rights  or 
powers  of  the  Trustee  or  of  the  holders  of  the  General 
Mortgage  bonds. 

In  case  the  Railway  Company  shall  be  consolidated  or 
merged  with  any  other  corporation,  or  shall  sell  all  the 
property  subject  to  this  indenture  as  an  entirety,  as  afore 


Consolidations  and 
mergers  ;  conditions  on 
which  may  be  made. 


Duties  and  rights  of  suc¬ 
cessor  corporation. 


168 


Issuance  of  General  Mort¬ 
gage  bonds  by  successor 
corporation  and  effect. 


said,  the  corporation  formed  by  such  consolidation,  or  the 
corporation  into  which  the  Kailway  Company  shall  have 
been  merged,  or  the  corporation  which  shall  have  pur¬ 
chased  as  aforesaid,  shall  execute  and  cause  to  be  recorded 
an  instrument  satisfactory  to  the  Trustee,  and  to  which 
the  Trustee  shall  be  a  party,  whereby  such  successor  or 
purchasing  corporation  shall  assume  the  due  and  punctual 
payment  of  the  principal  and  interest  of  the  General  Mort¬ 
gage  bonds  and  the  performance  of  all  the  covenants  and 
conditions  of  this  indenture,  or  any  supplement  hereto, 
and  thereupon  shall  succeed  to,  and  be  substituted  for,  the 
Railway  Company,  party  of  the  first  part  hereto,  with  the 
same  effect  as  if  it  had  been  named  herein  as  such  party 
of  the  first  part;  and  such  successor  or  purchasing  cor¬ 
poration  thereupon  may  cause  to  be  signed,  and  may  issue 
either  in  its  own  name  or  in  the  name  of  the  Railway  Com¬ 
pany  any  or  all  such  bonds  which  theretofore  shall  not 
have  been  signed  by  the  Railway  Company  and  delivered 
to  the  Trustee;  and,  upon  the  order  of  said  successor 
or  purchasing  corporation,  in  lieu  of  the  Railway 
Company,  and  subject  to  all  the  terms,  conditions 
and  restrictions  herein  prescribed,  the  Trustee  shall 
authenticate  and  shall  deliver  all  such  bonds  which 
previously  shall  have  been  signed  and  delivered  by  the 
officers  of  the  Railway  Company  to  the  Trustee  for 
authentication,  and  all  such  bonds  which  such  successor 
or  purchasing  corporation  thereafter  shall  cause  to  be 
signed  and  delivered  to  the  Trustee  for  that  purpose. 
All  the  bonds  so  issued,  in  every  respect,  shall  have  the 
same  legal  rank  and  security  as  the  bonds  theretofore  or 


169 


thereafter  issued  in  accordance  with  the  terras  of  this 
indenture,  as  though  all  the  said  bonds  had  been  issued 
at  the  date  of  the  execution  hereof. 

For  every  purpose  of  this  indenture,  including  the 
execution,  issue  and  use  of  any  and  all  General  Mortgage 
bonds,  the  terras  “Railway  Company”  and  “Great  North¬ 
ern  Railway  Company”  include  and  mean  not  only  the 
party  of  the  first  part  hereto,  but  also  any  such  successor 
or  purchasing  corporation.  The  Railway  Company,  by  its 
present  corporate  name  or  by  any  other  corporate  name 
which  hereafter  it  lawfully  may  adopt  and  possess,  and 
every  such  successor  or  purchasing  corporation  shall  have, 
and  from  time  to  time  may  exercise,  each  and  every  right 
and  power  hereunder  of  the  Railway  Company,  in  the 
name  of  the  Great  Northern  Railway  Company  or  other¬ 
wise. 

Any  act  or  proceeding,  by  any  provision  of  this  inden¬ 
ture  authorized  or  required  to  be  done  or  performed  by 
any  board  or  officer  of  the  Railway  Company,  shall  and 
may  be  done  and  performed  with  like  force  and  effect  by 
the  like  board  or  officer  of  any  railway  corporation  that 
at  the  time  shall  be  such  lawful  sole  successor  or  pur¬ 
chaser  of  the  Railway  Company. 

Nevertheless,  before  the  exercise  of  the  powers  con¬ 
ferred  by  this  Article,  the  Railway  Company,  by  instru¬ 
ment  in  writing  executed  by  authority  of  two-thirds  of  its 
Board  of  Directors  and  delivered  to  the  Trustee,  may  sur¬ 
render  any  of  the  powers  reserved  to  the  Railway  Com¬ 
pany  or  to  such  successor  or  purchasing  corporation,  and, 
thereupon,  such  power  so  surrendered  shall  terminate. 


"Railway  Company”  and 
"Great  Northern  Railway 
Company” — meaning. 


Successor  corporation  may 
exercise  all  rights  and 
powers  hereunder  reserved 
to  Railway  Company. 


Surrender  of  powers  by 
Railway  Company. 


170 


Execution  In  counterparts. 


Acceptance  of  trust. 


Testimonium. 


ARTICLE  SIXTEEN. 

Execution  in  Counterparts. 

In  order  to  facilitate  the  recording  of  this  indenture, 
the  same  may  be  executed  simultaneously  in  several 
counterparts,  each  of  which  so  executed  shall  be  deemed 
to  be  an  original ;  and  such  counterparts  shall  together 
constitute  but  one  and  the  same  instrument. 


ARTICLE  SEVENTEEN. 

Acceptance  of  Trust. 

The  First  National  Bank  of  the  City  of  New  York, 
Trustee,  the  party  hereto  of  the  second  part,  hereby  ac¬ 
cepts  the  trusts  in  this  indenture  declared  and  provided, 
and  agrees  to  perform  the  same  upon  the  terms  and  condi¬ 
tions  hereinbefore  set  forth. 

In  witness  whereof.  Great  Northern  Railway  Com¬ 
pany,  the  party  hereto  of  the  first  part,  has  caused  this 
indenture  to  be  signed  and  acknowledged  or  proved  by  its 
President  or  a  Vice-President  and  its  corporate  seal  to 
be  hereunto  affixed  and  the  same  to  be  attested  by  the 
signature  of  its  Secretary  or  an  Assistant  Secretary;  and 
The  First  National  Bank  of  the  City  of  New  York, 
party  of  the  second  part,  has  caused  these  presents  to 
be  signed  and  acknowledged  or  proved  by  its  President 
or  a  Vice-President  and  its  corporate  seal  to  be  hereunto 


171 


affixed  and  the  same  to  be  attested  by  the  signature  of  its 
Cashier  or  an  Assistant  Cashier.  Executed  and  delivered 
the  third  day  of  May,  1921. 


Great  Northern  Railway  Company, 
By  Ralph  Budd, 

President. 


[corporate  seal] 


Attest  : 

E.  T.  Nichols, 

Assistant  Secretary. 


The  First  National  Bank  of  the  City  of  New  York, 

By  Francis  D.  Bartow, 
Vice-President. 


[corporate  seal] 


Attest  : 

Samuel  A.  Welldon, 

Cashier. 


Signed,  sealed  and  delivered  by 
Great  Northern  Railway  Com¬ 
pany  in  presence  of: 

H.  F.  Smith, 

J.  B.  Reeve. 


Signed,  sealed  and  delivered  by 
The  First  National  Bank  of 
the  City  of  New  York  in 
presence  of : 

„  j  H.  F.  Smith, 

J.  B.  Reeve. 


172 


Acknowledgment  on  behalf 
of  Railway  Company. 


State  of  New  York,?  . 

County  of  New  York.J“" 

Be  it  remembered  that  on  this  3rd  day  of  May, 
1921,  before  me,  the  undersigned  authority,  Celia 
Sachs,  a  Notary  Public  in  and  for  said  County  of 
New  York,  duly  commissioned,  sworn  and  qualified  as 
such,  and  duly  authorized  to  take  and  certify  acknowledg¬ 
ments  and  proofs  of  deeds  or  conveyances  of  lands,  ten¬ 
ements  and  hereditaments  in  said  state,  and  in  the  pres¬ 
ence  of  the  undersigned  witnesses,  both  males  of  lawful 
age,  personally  came  and  appeared  Ralph  Budd,  Presi¬ 
dent,  and  E.  T.  Nichols,  Assistant  Secretary,  of  the  Great 
Northern  Railway  Company,  the  corporation  of  that 
name  described  in  and  which  executed  the  foregoing 
instrument,  both  being  to  me  personally  known,  and 
known  to  be  such  President  and  Assistant  Secretary, 
respectively,  of  said  corporation,  and  to  be  the  same  per¬ 
sons  who  now  have  signed,  executed  and  acknowledged 
the  foregoing  instrument,  as  such  President  and  Assistant 
Secretary,  respectively,  in  my  presence  and  in  the  pres¬ 
ence  of  the  two  witnesses  whose  names  are  hereunto 
subscribed  as  such,  and  the  said  Ralph  Budd  and  E.  T. 
Nichols,  being  by  me  duly  severally  sworn,  did  severally 
depose  and  say  and  acknowledge  in  the  presence  of  said 
witnesses,  that  said  Ralph  Budd  resides  in  the  City  of 
St.  Paul,  in  the  State  of  Minnesota,  and  that  said  E.  T. 
Nichols  resides  in  the  City  of  New  York,  in  the  State  of 
New  York;  that  said  Ralph  Budd  is  the  President,  and 
said  E.  T.  Nichols  is  the  Assistant  Secretary,  of  the  Great 
Northern  Railway  Company,  one  of  the  corporations  de¬ 
scribed  in  and  which  executed  the  above  instrument; 
that  they,  the  said  Ralph  Budd,  President,  and  said 
E.  T.  Nichols,  Assistant  Secretary,  know  the  corpo¬ 
rate  seal  of  said  corporation;  that  the  seal  affixed  to 


173 


said  instrument  is  the  corporate  seal  of  said  corpora¬ 
tion;  that  it  was  so  affixed  thereto  by  order  and 
authority  of  the  Board  of  Directors  of  said  corporation, 
and  that  they  and  each  of  them  signed  their  names  to 
the  foregoing  instrument,  in  their  respective  capacities 
as  President  and  Assistant  Secretary,  in  behalf  of 
said  Company,  by  like  order  and  authority;  that  they 
signed  and  executed  the  same  as  their  own  free  and 
voluntary  act  and  deed,  and  as  the  free  and  voluntary 
act  and  deed  of  said  Company,  for  the  consideration, 
objects,  uses  and  purposes  therein  stated  and  set  forth; 
and  they  severally  duly  acknowledged  said  instrument 
to  be  the  free  act  and  deed  of  said  corporation. 

Thus  done  and  signed,  at  the  County  of  New  York,  in 
the  State  of  New  York,  in  the  presence  of  the  undersigned 
Notary  Public,  and  of  said  two  witnesses,  both  residing 
in  said  City  of  New  York,  who  hereunto  sign  their  names 
with  said  appearers,  and  said  Notary  Public,  on  the  day 
and  date  aforesaid. 

Given  under  my  hand  and  official  seal  this  3rd  day  of 
May,  1921.  My  commission  and  term  of  office  as  Notary 
Public  expire  on  March  30,  1922. 

Appearers: 

Ralph  Budd, 

E.  T.  Nichols. 

Witnesses : 

H.  F.  Smith, 

J.  B.  Reeve. 

Celia  Sachs, 

Notary  Public,  New  York  County  No.  8, 
New  York  Register  No.  2133, 

My  Commission  expires  Mcli.  30,  1922. 


[notarial  seal] 


174 


State  op  New  York,} 

County  of  New  York ss'  * 

I,  Wm.  F.  Schneider,  Clerk  of  the  County  of  New 
York,  and  also  Clerk  of  the  Supreme  Court  for  the 
said  County,  the  same  being  a  Court  of  Record,  do 
hereby  certify,  that  Celia  Sachs,  whose  name  is  sub¬ 
scribed  to  the  Certificate  of  the  proof  or  acknowledg¬ 
ment  of  the  annexed  instrument,  and  thereon  written, 
was,  at  the  time  of  taking  such  proof  or  acknowledgment 
a  Notary  Public  in  and  for  the  County  of  New  York, 
dwelling  in  the  said  county,  commissioned  and  sworn, 
and  duly  authorized  to  take  the  same.  And  further,  that 
I  am  well  acquainted  with  the  handwriting  of  such 
Notary,  and  verily  believe  that  the  signature  to  the  said 
certificate  of  proof  or  acknowledgment  is  genuine. 

In  testimony  whereof,  I  have  hereunto  set  my  hand 
and  affixed  the  seal  of  the  said  Court  and  County,  the 
4  day  of  May,  1921. 

Wm.  F.  Schneider, 

Clerk. 


[seal] 


175 


State  of  New  York,}  . 

County  of  New  York.J’' 

Be  it  remembered  that  on  this  3rd  day  of  May, 
1921,  before  me,  the  undersigned  authority,  Celia 
Sachs,  a  Notary  Public  in  and  for  said  County  of 
New  York,  duly  commissioned,  sworn  and  qualified  as 
such,  and  duly  authorized  to  take  and  certify  acknowl¬ 
edgments  and  proofs  of  deeds  or  conveyances  of  lands, 
tenements  and  hereditaments  in  said  state,  and  in  the 
presence  of  the  undersigned  witnesses,  both  males  of 
lawful  age,  personally  came  and  appeared  Francis  D. 
Bartow,  Vice-President,  and  Samuel  A.  Welldon,  Cash¬ 
ier  of  The  First  National  Bank  of  the  City  of  New 
York,  the  corporation  of  that  name  described  in  and 
which  executed  the  foregoing  instrument,  both  being  to 
me  personally  known,  and  known  to  be  such  Vice-Presi¬ 
dent  and  Cashier,  respectively,  of  said  corporation,  and  to 
be  the  same  persons  who  now  have  signed,  executed  and 
acknowledged  the  foregoing  instrument,  as  such  Vice- 
President  and  Cashier  respectively,  in  my  presence  and 
in  the  presence  of  the  two  witnesses  whose  names  are 
hereunto  subscribed  as  such,  and  the  said  Francis  D. 
Bartow  and  Samuel  A.  Welldon,  being  by  me  duly  sever¬ 
ally  sworn,  did  severally  depose  and  say  and  acknowledge 
in  the  presence  of  said  witnesses,  that  said  Francis  D. 
Bartow  resides  in  South  Orange,  Essex  County,  in  the 
State  of  New  Jersey,  and  that  said  Samuel  A.  Welldon 
resides  in  the  City  of  New  York,  in  the  State  of  New 
York;  that  said  Francis  D.  Bartow  is  the  Vice-President, 
and  said  Samuel  A.  Welldon  is  the  Cashier,  of  The  First 
National  Bank  of  the  City  of  New  York,  one  of  the 
corporations  described  in  and  which  executed  the  above 
instrument;  that  they,  the  said  Francis  D.  Bartow,  Vice- 
President,  and  the  said  Samuel  A.  Welldon,  Cashier,  being 


Acknowledgment  on  behalf 
of  Trustee. 


♦ 


176 


thereto  duly  authorized  by  resolution  of  the  Board  of 
Directors  of  said  The  First  National  Bank  of  the  City  of 
New  York,  did  by  these  presents  accept  t lie  same,  for  the 
consideration,  objects  and  purposes  therein  stated,  as  well 
for  and  on  behalf  of  said  The  First  National  Bank  of  the 
City  of  New  York,  as  for  each  and  every  other  person  or 
persons  who  may  hereafter  become  the  purchaser  or  pur¬ 
chasers,  assignee  or  assignees,  or  holder  or  holders  of 
the  said  bonds  or  coupons,  or  any  number  thereof,  or 
any  of  them,  in  said  instrument  described,  together 
with  all  rights,  benefits  and  privileges  thereunto  accru¬ 
ing  or  in  anywise  appertaining  under  and  by  virtue 
thereof;  that  they,  the  said  Francis  D.  Bartow,  Vice- 
President,  and  said  Samuel  A.  Welldon,  Cashier,  know 
the  corporate  seal  of  said  corporation;  that  the  seal 
affixed  to  said  instrument  is  the  corporate  seal  of 
said  corporation ;  that  it  Avas  so  affixed  thereto  by 
order  and  authority  of  the  Board  of  Directors  of  said  cor¬ 
poration,  and  that  they  and  each  of  them  signed  their 
names  to  the  foregoing  instrument,  in  their  respective 
capacities,  by  like  ol  der  and  authority,  as  Vice-President 
and  Cashier  of  said  The  First  National  Bank  of  the  City 
of  New  York;  that  they  signed  and  executed  the  same  as 
their  own  free  and  voluntary  act  and  deed,  and  as  the  free 
and  voluntary  act  and  deed  of  said  The  First  National 
Bank  of  the  City  of  New  York,  for  the  consideration, 
objects,  uses  and  purposes  therein  stated  and  set  forth; 
that  under  and  by  virtue  of  the  by-laws  of  said  The  First 
National  Bank  of  the  City  of  New  York,  the  said  Cashier 
has  the  custody  of  the  seal  thereof,  and  is  authorized 
to  affix  the  seal  to  the  instruments  taken  under  execution 
of  trusts  which  have  been  accepted  by  the  said  The  First 
National  Bank  of  the  City  of  New  York;  and  said  Francis 
D.  Bartow  and  Samuel  A.  Welldon  severally  duly 
acknowledged  said  instrument  to  be  the  free  act  and  deed 
of  said  corporation. 


177 


Thus  clone  and  signed  at  the  County  of  New  York,  in 
the  State  of  New  York,  in  the  presence  of  the  undersigned 
Notary  Public,  and  of  said  two  witnesses,  both  residing 
in  said  City  of  New  York,  who  hereunto  sign  their  names 
with  said  appearers,  and  said  Notary  Public,  on  the  day 
and  date  aforesaid. 

Given  under  my  hand  and  official  seal  this  3rd  day 
of  May,  1921.  My  commission  and  term  of  office  as 
Notary  Public  expire  on  March  30,  1922. 

Appearers: 

Francis  D.  Bartow, 

Samuel  A.  Welldon. 

Witnesses: 

H.  F.  Smith, 

J.  B.  Reeve. 

Celia  Sachs, 

Notary  Public,  New  York  County  No.  8, 
New  York  Register  No.  2133, 

My  Commission  expires  Mch.  30,  1922. 

[NOTARIAL  SEAL] 


178 


State  of  New  York,! 

County  of  New  York.)  s” 

I,  Wm,  F.  Schneider,  Clerk  of  tlie  County  of  New 
York,  and  also  Clerk  of  the  Supreme  Court  for  the 
said  County,  the  same  being  a  Court  of  Record,  do  hereby 
certify,  that  Celia  Sachs,  whose  name  is  subscribed  to 
the  Certificate  of  the  proof  or  acknowledgment  of  the 
annexed  instrument,  and  thereon  written,  was,  at  the 
time  of  taking  such  proof  or  acknowledgment  a  Notary 
Public  in  and  for  the  County  of  New  York,  dwelling 
in  the  said  county,  commissioned  and  sworn,  and  duly 
authorized  to  take  the  same.  And  further,  that  I  am 
well  acquainted  with  the  handwriting  of  such  Notary, 
and  verily  believe  that  the  signature  to  the  said  certificate 
of  proof  or  acknowledgment  is  genuine. 

In  testimony  whereof,  I  have  hereunto  set  my  hand 
and  affixed  the  seal  of  the  said  Court  and  County,  the 
4  day  of  May,  1921. 

Wm.  F.  Schneider, 

Clerk. 

[SEAL.] 


179 


State  of  New  York,} 

County  of  New  York.[  ss'  ’ 

Ralph  Budd,  being  first  duly  sworn  on  oath,  says  that  Certificate  of  good  faith 
lie  is  the  President  of  the  Great  Northern  Railway  Coni-  by  Railway  Coml,any- 
pany  and,  being  duly  authorized  thereunto,  makes  this 
affidavit  for  and  on  its  "behalf ;  that  the  foregoing  mort¬ 
gage  or  deed  of  trust  dated  January  1,  1921,  between 
the  said  Great  Northern  Railway  Company,  as  party  of 
the  first  part,  and  The  First  National  Bank  of  the  City 
of  New  York,  as  party  of  the  second  part,  is  made  in 
good  faith  and  without  any  design  to  hinder,  delay  or 
defraud  creditors. 

Ralph  Budd. 

Subscribed  and  sworn  to  before  me  this  3rd  day  of 
May,  1921. 


Celia  Sachs, 

Notary  Public,  New  York  County  No.  8, 
New  York  Register  No.  2133, 

My  Commission  expires  Mch.  30,  1922. 

[notarial  seal] 


180 


Affidavit  of 
recordation 
and  tiling. 


State  op  Minnesota.) 

County  of  Ramsey,  j‘ '  ’ ' 

James  T.  Maher,  being  by  me  first  duly  sworn,  on  oath  deposes  and  says  that  he 
is  Right  of  Way,  Land  &  Tax  Commissioner  of  Great  Northern  Railway  Company,  and 
as  such  officer,  has  in  his  possession  and  custody  all  deeds,  mortgages  and  other  instru¬ 
ments  of  conveyance  affecting  the  right,  title  and/or  interest  of  said  Great  Northern 
Railway  Company  in  and  to  any  and  all  real  estate  by  it  owned,  wherever  situated. 

Affiant  further  states  that  he  has  personally  supervised  the  tiling  and  recording  of 
the  General  Bond  Mortgage  of  the  Great  Northern  Railway  Company  to  The  First 
National  Bank  of  the  City  of  New  York,  Trustee,  dated  January  1,  1921,  executed 
May  3,  1921;  that  an  original  counterpart  or  duly  certified  copy  of  said  mortgage 
indenture  has  been  duly  recorded  and  filed  in  state  and  county  offices  as  follows: 

IDAHO. 

Filed  as  Recorded  as 


Date 

Received 

Chattel  Mtge. 

Real  Estate 

1  Mtge. 

County 

Office  of 

for 

'  Record 

Book  Page 

Book 

Page 

Bonner . 

May 

17,  1921. 

4  100 

18 

45 

Boundary  . 

a 

it 

May 

17,  1921. 

2  Mtgs. 

10 

188 

IOWA. 

Lyons  . 

May 

11,  1921. 

139 

441 

Plymouth . 

a 

May 

11,  1921. 

42 

201 

Sioux . 

a 

May 

11,  1921. 

90 

1-179 

Woodbury . 

a 

May 

11,  1921. 

271 

455 

MINNESOTA. 

Secy,  of  State. 

May 

10,  1921. 

15 

15 

Aitkin . 

May 

16,  1921. 

12 

592 

Anoka . 

U 

a 

a 

May 

13,  1921. 

“R” 

447 

Beltrami . 

it 

a 

a 

May 

13,  1921. 

35 

503 

Benton . 

a 

a 

a 

May 

14,  1921. 

44 

349 

Big  Stone . 

a 

a 

a 

May 

14,  1921. 

58 

594 

Carlton . 

u 

a 

a 

May 

13,  1921. 

20 

493 

Carver . 

a 

a 

a 

May 

13,  1921. 

1 

436 

Class  -  *  -  t . 

a 

a 

a 

May 

14,  1921. 

16 

65 

Chippewa . 

it 

a 

a 

May 

13,  1921. 

40 

188 

Clay . 

a 

a 

u 

May 

13,  1921. 

57 

150 

Clearwater . 

a 

a 

a 

May 

14',  1921. 

18 

209 

Douglas . 

a 

a 

a 

May 

13,  1921. 

32 

58 

Grant . 

a 

a 

a 

May 

14,  1921. 

13 

258 

Hennepin . 

a 

a 

u 

May 

16,  1921. 

1129 

190 

Hubbard . 

a 

a 

u 

May 

14,  1921. 

19 

548 

Isanti . 

a 

a 

it 

May 

13,  1921. 

12 

19-64 

Itasca  . 

a 

a 

u 

May 

13,  1921. 

27 

301 

Kanabec . 

a 

a 

it 

May 

13,  1921. 

“X” 

475-558 

Kandiyohi . 

a 

a 

u 

May 

13,  1921. 

66 

237 

Kittson . 

a 

a 

(6 

May 

13,  1921. 

64 

127 

Lac  Qui  Parle. .  . . 

it 

u 

a 

May 

14,  1921. 

82 

1-180 

Lincoln  . 

{{ 

a 

a 

May 

14,  1921. 

55 

123 

Lyons . 

u 

a 

a 

May 

13,  1921. 

82 

31-72 

McLeod . 

u 

a 

tt 

May 

14,  1921. 

27 

263 

Mahnomen . 

it 

a 

a 

May 

14,  1921. 

35 

118 

181 


Date  Received 


Filed 


Recorded 


County 

Office 

of 

foi 

■  Record. 

Book 

Page 

Book 

Page 

Marshall . 

« 

66  66 

May 

16,  1921. 

103 

98 

Meeker . 

u 

66  66 

May 

13,  1921. 

142 

521 

Mille  Lacs . 

u 

66  66 

May 

13,  1921. 

22 

176 

Norman . 

u 

66  66 

May 

13,  1921. 

54 

570 

Ottertail . 

a 

66  66 

May 

13,  1921. 

93 

1 

Pennington . 

u 

66  66 

May 

13,  1921. 

70 

41 

Pine . 

« 

66  66 

May 

13,  1921. 

57 

1 

Pipestone . 

u 

66  66 

May 

13,  1921. 

66r£» 

106 

Polk . 

u 

66  66 

May 

13,  1921. 

167 

550 

Pope . 

u 

66  66 

May 

13,  1921. 

4 

509 

Ramsey . 

u 

66  66 

May 

13,  1921. 

570 

120 

Red  Lake . 

u 

66  66 

May 

13,  1921. 

44 

295 

Rock . 

u 

66  66 

May 

14,  1921. 

32 

580 

Roseau . 

u 

66  66 

May 

14,  1921. 

149 

54 

St.  Louis . 

u 

66  66 

May 

14,  1921. 

423 

200 

Sherburne  . 

u 

66  66 

May 

14,  1921. 

23 

102 

Stearns  . 

u 

66  66 

May 

13,  1921. 

92 

1 

Stevens  . 

u 

66  66 

May 

13,  1921. 

51 

360 

Swift . 

u 

66  66 

May 

13,  1921. 

58 

253 

Todd . 

u 

66  66 

May 

14,  1921. 

91 

335 

Traverse  . 

u 

66  66 

May 

16,  1921. 

42 

608 

Wadena . 

66 

66  66 

May 

13,  1921. 

29 

412-457 

Wilkin . 

66 

66  66 

May 

13,  1921. 

126 

233 

Wright . 

66 

66  66 

May 

13,  1921. 

46 

313 

Yellow  Medicine. .  . 

66 

66  66 

May 

16,  1921. 

78 

493 

MONTANA. 

Date  Received 

Filed 

Recorded 

County 

Office 

of 

for  Record. 

Book 

Page 

Book 

Page 

Blaine  . 

.  ..Clk.  & 

Recorder.  May 

12,  1921. 

28 

167 

Cascade  . 

66 

66 

May 

12,  1921. 

66 

596-640 

Chouteau . 

66 

66 

May 

12,  1921. 

May 

12, 

1921. 

18 

357 

Daniels . 

66 

66 

May 

12,  1921. 

1  Mtgs. 

367 

Fergus  . 

66 

66 

May 

13,  1921. 

91 

51 

Flathead  . 

66 

66 

May 

13,  1921. 

May 

13, 

1921. 

171 

589 

Golden  Valley . 

66 

66 

May 

12,  1921. 

May 

12, 

1921. 

34 

11 

Glacier . 

66 

66 

May 

12,  1921. 

May 

12, 

1921. 

4 

318 

Hill . 

66 

66 

May 

12,  1921. 

May 

12, 

1921. 

78 

348 

Jefferson . 

66 

66 

May 

12,  1921. 

May 

12, 

1921. 

“Q” 

319 

Judith  Basin . 

66 

66 

May 

13,  1921. 

May 

15, 

1921. 

5 

380-453 

Lewis  &  Clark . 

66 

66 

May 

12,  1921. 

May 

12, 

1921. 

27 

536 

Liberty . 

66 

66 

May 

12,  1921. 

May 

12, 

1921. 

3 

147 

Lincoln  . 

66 

66 

May 

13,  1921. 

May 

13, 

1921. 

47 

16 

Phillips . 

66 

66 

May 

12,  1921. 

May 

12, 

1921. 

22 

159 

Pendera . 

66 

66 

May 

12,  1921. 

10 

1 

Richland . 

66 

66 

May 

13,  1921. 

May 

13, 

1921. 

43 

1 

Roosevelt . 

66 

66 

May 

12,  1921. 

May 

12, 

1921. 

26 

381 

Sheridan . 

66 

66 

May 

12,  1921. 

May 

12, 

1921. 

222 

279 

Silver  Bow . 

66 

66 

May 

13,  1921. 

May 

13, 

1921. 

66 

1 

Teton . 

66 

66 

May 

13,  1921. 

5 

2-42 

Toole . 

66 

66 

May 

12,  1921. 

22 

159 

Valley . 

66 

66 

May 

12,  1921. 

May 

12, 

1921. 

55 

330-374 

Wheatland . 

66 

66 

May 

13,  1921. 

25 

1-82 

Yellowstone . 

66 

66 

May 

12,  1921. 

May 

12, 

1921. 

92 

112 

182 


NORTH  DAKOTA. 


Date  Received  Filed  Recorded 


County 

Office 

of 

for  Record. 

Book 

Page 

Book 

Page 

Secy. 

State. 

May 

11,  1921. 

3 

355  et  se 

Barnes . 

•  Deeds. 

May 

13,  1921. 

85 

79 

Benson . 

66 

66 

May 

16,  1921. 

100 

76 

Bottineau . 

66 

66 

May 

14,  1921. 

G4 

270 

Burke . 

66 

66 

May 

14,  1921. 

34 

1 

Cass . 

66 

66 

May 

13,  1921. 

172 

184 

Cavalier . 

u 

66 

May 

14,  1921. 

36 

530 

Dickey  . 

66 

66 

May 

14,  1921. 

94 

302 

Divide . 

66 

66 

May 

14,  1921. 

86 

437 

Eddy . 

66 

66 

May 

13,  1921. 

48 

330 

Foster . 

66 

66 

May 

13,  1921. 

48 

420 

Grand  Forks . 

66 

66 

May 

13,  1921. 

152 

82 

Griggs . 

a 

66 

May 

13,  1921. 

21 

292 

McHenry . 

(6 

66 

May 

14,  1921. 

154 

140 

McKenzie . 

a 

66 

May 

17,  1921. 

12 

363 

Mountrail . 

u 

66 

May 

13,  1921. 

213 

61 

Nelson . 

66 

66 

May 

13,  1921. 

141 

556 

Pembina . 

66 

66 

May 

14,  1921. 

148 

1 

Pierce . 

66 

£6 

May 

13,  1921. 

3 

280 

Ramsey . 

66 

66 

May 

13,  1921. 

40 

415 

Richland . 

66 

66 

May 

13,  1921. 

42 

44^88 

Renville . 

66 

66 

May 

14,  1921. 

76 

79 

Rolette . 

66 

66 

May 

14,  1921. 

43 

1 

Sargent . 

66 

66 

May 

14,  1921. 

55 

1 

Steele . 

66 

66 

May 

14,  1921. 

“E” 

330-374 

Towner . 

66 

66 

May 

14,  1921. 

71 

433 

Trail . 

66 

£6 

May 

13,  1921. 

48 

456 

Walsh . 

66 

£6 

May 

14,  1921. 

100 

346 

Ward . 

66 

£6 

May 

14,  1921. 

288 

546 

Wells . 

66 

66 

May 

14,  1921. 

65 

28 

Williams . 

66 

66 

May 

14,  1921. 

163 

35 

SOUTH  DAKOTA. 

Secy,  of  State 

May 

24,  1921. 

4 

496 

WASHIINGTON. 

Chelan . 

May 

10,  1921. 

May 

10, 

1921. 

158 

275 

Clark  . 

66 

66 

May 

12,  1921. 

May 

12, 

1921. 

148 

1 

Cowlitz . 

66 

66 

May 

12,  1921. 

May 

12, 

1921. 

86 

283 

Douglas . 

66 

66 

May 

11,  1921. 

May 

IL 

1921. 

57 

282 

Ferry . 

£6 

66 

May 

13,  1921. 

May 

13, 

1921. 

7 

388 

Grant . 

£6 

66 

May 

10,  1921. 

May 

10, 

1921. 

25 

349 

King . 

£6 

66 

May 

10,  1921. 

May 

10, 

1921. 

820 

3 

Lewis . 

£6 

66 

May 

12,  1921. 

May 

12, 

1921. 

110 

131 

Lincoln  . 

66 

66 

May 

10,  1921. 

May 

10, 

1921. 

60 

281 

Okanogan  . 

66 

66 

May 

11,  1921. 

May 

11, 

1921. 

14 

202 

Pend  Oreille . 

66 

66 

May 

12,  1921. 

May 

12, 

1921. 

6 

519 

Pierce . 

66 

66 

May 

10,  1921. 

May 

10, 

1921. 

231 

159 

Skagit . 

66 

66 

May 

11,  1921. 

May 

11, 

1921. 

80 

211 

Snohomish . 

66 

66 

May 

11,  1921. 

May 

H, 

1921. 

133 

1 

Spokane  . 

£6 

66 

May 

13,  1921. 

May 

13, 

1921. 

336 

364 

Stevens  . 

66 

66 

May 

13,  1921. 

May 

13, 

1921. 

38 

256 

Thurston . 

£6 

66 

May 

10,  1921. 

May 

10, 

1921. 

19 

59 

Whatcom . 

£6 

66 

May 

11,  1921. 

May 

11, 

1921. 

116 

5 

WISCONSIN. 


May  12,  1921. 


21 RR  Mtgs.  93 


Secy,  of  State. 


that  the  original  counterparts  and  certified  copies  of  said  mortgage  indenture  so 
recorded  and  filed  in  the  above  named  offices,  or  certified  copies  thereof,  bearing  the 
duly  executed  certificates  of  filing  and  recording,  are  on  file  in  the  office  of  the  Right 
of  Way,  Land  &  Tax  Commissioner  of  the  Great  Northern  Railway  Company,  in  the 
City  of  St.  Paul,  County  of  Ramsey,  State  of  Minnesota. 

Further  affiant  sayetli  not. 

James  T.  Maher. 

Subscribed  and  sworn  to  before  me,) 
this  day  of  June,  1921.  j 

Wm.  H.  Heck, 

Notary  Public  for  the  State  of  Minnesota, 

Residing  in  Ramsey  County. 

My  commission  expires  April  22,  1927. 

[notarial  seal.] 


H8801 


